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 (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose on any Purchaser any condition affecting its Note and the result is to increase the cost to (or to impose a cost on) such Purchaser of making or maintaining its Note, or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser (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 the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (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 the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Datedate of this Agreement, the adoption introduction of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose on any Purchaser any condition affecting its Note and the result is to increase the cost to (or to impose a cost on) such Purchaser of making or maintaining its Note, or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser (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 the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or the compliance by any Purchaser or any Person controlling such Purchaser Lender with any request or directive of any such Governmental Authority, central bank or comparable agency (whether or not having the force of law): (i) shall subject any Lender to any tax, duty or other charge with respect to any Loan made by it or any Letter of Credit, or its obligation to make or issue any of the foregoing, or shall change the basis of taxation of payments to such Lender of the principal of or interest on any Loan made by it or any Letter of Credit, or its obligation to make or issue any of the foregoing (except for changes in the rate of tax on the overall net income of such Lender imposed by the jurisdiction, at any level, in which the principal executive office of such Lender is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or the interbank eurodollar market any other condition affecting its Eurodollar Loans or its other Loans; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Loans or issuing or participating in Letters of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or any other Credit Document by any amount deemed by such Lender to be material, then, within fifteen (15) days after receipt of written demand from such Lender, the Company agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. A certificate of such Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Lender shall be conclusive in the absence of manifest error. (b) If any Lender shall have determined that the introduction of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing the rate of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and such Lender (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines that the amount of such Purchaser’s or such controlling Person’s capital is increased as a consequence of such Purchaser’s Lender's obligations hereunder under this Agreement, then, upon demand of such Lender, the Company shall immediately pay to a level below that which such Purchaser or such controlling Person could have achieved but for such changeLender, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand time as specified by such Purchaser (which demand shall be accompanied by a statement setting forth the basis Lender, additional amounts sufficient to compensate such Lender for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent and the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reductionincrease, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior related to the date on which Loans made to the Company. A certificate of such Purchaser first made demand therefor; provided, that if Lender setting forth in reasonable detail the event giving rise basis for determining any such additional amounts payable pursuant to such costs or reductions has retroactive effect, such 180 day period the preceding sentence shall be extended to include submitted by such Lender through the period of retroactive effect. (c) Notwithstanding anything Administrative Agent to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform Company and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes conclusive in the absence of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedmanifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrowers shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrowers shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (ix) the D▇▇▇-F▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall in each case be deemed to constitute an adoption of, or be a change in, a law, rule or regulation, in law for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, this Agreement (including without limitation for purposes of subsection 3.2(b) abovethis Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

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 regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)treaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation (other than FATCA) treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 the Lender; (ii) subject the Lender or the Agent to any Taxes (other than Taxes described in clauses (ii) and (iii) of the definition of Excluded Taxes, Taxes indemnified pursuant to Section 3.1 and Connection Income Taxes); or (iii) shall impose on the Lender any Purchaser any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its NoteLoan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then then, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction. (b) If any Purchaser the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser the Lender or any Person controlling such Purchaser the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaserthe Lender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations Commitments hereunder to a level below that which such Purchaser the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaserthe Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser the Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser the 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the by United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and be a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted adopted, issued or issuedimplemented. Notwithstanding anything to the contrary in this Section 3.2, the Borrower shall not be required to compensate the Lender for any amounts incurred more than 180 days prior to the date that the Lender delivers the statement making the demand for such payment.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule rule, directive or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule rule, directive or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note ability to make loans based on the Term SOFR Rate or its obligation to make loans based on the Term SOFR 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 Purchaser Lender of making or maintaining its Noteany loan based on the Term SOFR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, Section 3.2(a) and (b) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserL▇▇▇▇▇’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 3.1 or Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the Dadditional amounts which would otherwise be required to be paid to such Lender pursuant to Section 3.1 or Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless B▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and agrees to pay all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the Bank for International Settlements, the Basel Committee on Banking Supervision (or amount of any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of such expenses payable by Borrower pursuant to this clause (iic) pursuant (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Basel III, Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note ability to make loans; 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 Purchaser Lender of making or maintaining its Noteany loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

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 (other than the implementation adoption of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), or any change in any requirement of Law or in the interpretation or administration of application thereof after the date hereof; and compliance by Lender with any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofdirective, or compliance by requirements from any Purchaser with any request or directive (regulatory authority, whether or not having the force of law) law (including any Tax or increased Tax of any such authoritykind (other than (A) Indemnified Taxes, central bank or comparable agency shall impose on any Purchaser any condition affecting its Note and the result is to increase the cost to (or to impose a cost onB) such Purchaser of making or maintaining its Note, or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof Taxes described in reasonable detail, a copy of which shall be furnished to Agent and the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. clauses (b) If any Purchaser shall reasonably determine that any change inthrough (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacyother obligations, or any change in the interpretation its deposits, reserves, other liabilities or administration thereof by any Governmental Authority, central bank capital attributable thereto) hereunder. Any Lender entitled to claim reimbursement or comparable agency charged compensation pursuant this Section 2(p) (Increased Cost) shall promptly notify Borrower (with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of lawa copy to Agent) of any such authority, central bank the event with reasonable detail by reason of which it has become so entitled; provided that no failure or comparable agency, has or would have delay on the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence part of such Purchaser’s obligations hereunder Lender to so notify shall constitute a level below that which waiver of such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (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 the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the DL▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant ’s right to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedsuch compensation.

Increased Cost. (a) If, If (i) Regulation D or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation (other than the implementation of FATCAregulation, as in effect, with respect to or any Purchaser, as of the date such Purchaser becomes a party to this Agreement)change therein, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a “Regulatory Change”): (A) shall impose subject any Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its LIBOR Loans or any Purchaser 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 rate of tax on the overall net income of such Lender); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Lender or shall, with respect to any Lender impose, modify or deem applicable any other condition affecting its Note such Lender’s LIBOR Loans, such Lender’s Notes or such Lender’s obligation to make LIBOR Loans; and the result of 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 Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under any of its Note Notes with respect thereto, then upon demand by an amount deemed by such Purchaser (which demand shall Lender to be accompanied by a statement setting forth the basis material, and if such 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 LIBOR Rate, then upon notice by such Lender to Borrower, which notice shall set forth such Lender’s supporting calculations in reasonable detail, a copy of which shall be furnished to Agent detail and the Companies)details of the Regulatory Change, the Companies Borrower shall pay directly to such Purchaser Lender, as additional interest, such additional amount or amounts as will compensate such Purchaser Lender for such increased cost or reduction. The determination by any Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such reduction to the extent arising from and in connection withamount or amounts, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectLenders may use any reasonable averaging and attribution methods. (b) If any Purchaser shall reasonably determine that Lender demands compensation under Section 2.20(a) above, Borrower may at any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by at least three (3) Eurodollar Business Day’s prior notice to such Purchaser Lender, convert its then outstanding LIBOR Loans to ABR Loans of the same type (which demand i.e., a Revolving Credit ABR Loan) in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent and the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued payable on or after the day which is 180 days prior to the date on which of such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectconversion together with any funding losses and other amounts due under Section 2.17 and this Section 2.20. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder or under any Letter of Credit to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

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 regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)treaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation (other than FATCA) treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 the Lender; (ii) shall subject the 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 the Lender any Purchaser any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its NoteLoan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then then, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction. (b) If any Purchaser the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser the Lender or any Person controlling such Purchaser the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaserthe Lender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations Commitments hereunder to a level below that which such Purchaser the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaserthe Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser the Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser the 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or guidelines, requirements and directives thereunder or issued in connection therewith and (ii) all requestsor in implementation thereof, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, shall in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and be a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) aboveApplicable Law, regardless of the date enacted, adopted adopted, issued or issuedimplemented. Notwithstanding anything to the contrary in this Section 3.2, the Borrower shall not be required to compensate the Lender for any amounts in this Section 3.2 (excluding Taxes described in Section 3.2(a)(ii)) incurred more than 180 days prior to the date that the Lender delivers the statement making the demand for such payment.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note ability to make loans; 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 Purchaser Lender of making or maintaining its Noteany loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable law, rule rule, regulation or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)treaty, or any change in the interpretation or administration of any applicable law, rule rule, regulation or regulation (other than FATCA) treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 the Lender; (ii) subject the Lender or Agent to any Taxes (other than Taxes indemnified pursuant to Section 3.1); or (iii) shall impose on the Lender any Purchaser any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its NoteLoan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then then, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction. (b) If any Purchaser the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser the Lender or any Person controlling such Purchaser the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaserthe Lender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations Commitments hereunder to a level below that which such Purchaser the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaserthe Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser the Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser the 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the by United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and be a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted adopted, issued or issuedimplemented.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any in applicable law, rule regulation or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), regulatory requirement or any change in the interpretation or administration application thereof by any governmental or other authority, shall: (i) subject a Lender to any Taxes with respect to its income from the Credit Facility or any part thereof, or (ii) change the basis of taxation to a Lender of payments of principal or interest or any applicable law, rule other payment due or regulation to become due pursuant to this Agreement (other than FATCAa change in the basis effected by the jurisdiction of incorporation of such Lender or the domicile of the Lender's office through which the Lender's Commitment is made or any governmental subdivision or other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any of the Subsidiaries) by or such other jurisdiction where the Credit Facility may be payable), or (iii) impose, modify or deem applicable any Governmental Authorityreserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, central bank deposits with or comparable agency charged with for the interpretation or administration thereofaccount of, or compliance by loans by, any Purchaser with any request or directive Lender, or (whether or not having the force of lawiv) of any such authority, central bank or comparable agency shall impose on any Purchaser Lender any other condition affecting its Note the Commitment or any portion of any Advance thereunder, and the result of the foregoing is either to increase the cost to (or to impose a cost on) such Purchaser Lender of making available or maintaining its Note, Commitment or to reduce the amount of any sum payment received or receivable by such Purchaser Lender then and in any such case if such increase or reduction in the opinion of such Lender materially affects the interests of such Lender under or in connection with this Agreement or under its Note with respect thereto, then upon demand by Agreement: (a) such Purchaser (which demand Lender shall be accompanied by a statement setting forth notify the basis for such demand Borrower and a calculation the Agent of the amount thereof in reasonable detail, a copy happening of which shall be furnished to Agent and the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.event, (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, Borrower agrees forthwith upon demand by such Purchaser (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 the Companies), the Companies shall pay to such Purchaser Lender such amount as such Lender certifies to be necessary to compensate such Lender for such additional amount as will compensate such Purchaser cost or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.and (c) Notwithstanding anything any such demand as is referred to the contrary contained herein, in sub-section (ib) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall Section 12.2 may be deemed to constitute an adoption of, made by such Lender at any time before or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless after any repayment of the date enacted, adopted or issuedAdvances.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one‑hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in phase‑in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one‑hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after subsequent to the Closing Datedate of this Agreement, the adoption introduction of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), or any change in or the interpretation or administration implementation of any applicable law, rule regulation, treaty or regulation (other than FATCA) by any Governmental Authority, central bank official directive or comparable agency charged with the interpretation regulatory requirement of general application now or administration thereof, or compliance by any Purchaser with any request or directive hereafter in effect (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose on any Purchaser any condition affecting its Note and the result is to increase the cost to (or to impose a cost on) such Purchaser of making or maintaining its Note, or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser (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 the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank court or comparable agency by any judicial or governmental authority charged with the interpretation or administration thereof, or the if compliance by any Purchaser or any Person controlling such Purchaser Lender with any request from any central bank or directive regarding capital adequacy other fiscal, monetary or other authority (whether or not having the force of law): (a) subjects a Lender to any Tax, or changes the basis of taxation (through Taxes) of payments due to such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to such authorityLender under this Agreement; (b) imposes, central bank modifies or comparable agencydeems applicable any reserve, has special deposit, capital adequacy, regulatory or would have the effect of reducing the rate of return on such Purchaser’s similar requirement against assets or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser liabilities held by, or such controlling Person could have achieved but for such change, adoption, phase-deposits in or compliance for the account of, or loans to, or any other acquisition of funds for loans or commitments to fund loans or obligations in respect of bankers’ acceptances accepted by a Lender or letters of credit issued by a Lender; or (taking into consideration such Purchaser’s or such controlling Person’s policies c) imposes on a Lender any other condition with respect to capital adequacythis Agreement; and the result of (a), (b), or (c) by an amount deemed is, in the sole determination of such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income or return which is receivable by such Purchaser Lender in respect of a Borrowing or standby fees payable pursuant to Section 5.7, such controlling Person to be material, then from time to time, upon demand by such Purchaser (which demand Lender shall be accompanied by a statement setting forth promptly notify the basis for such demand and a calculation of Agent. The Agent shall promptly notify the amount thereof in reasonable detail, a copy of which shall be furnished to Agent Borrower and the Companies), the Companies Borrower shall pay to the Agent for the benefit of such Purchaser Lender that amount which compensates such Lender for such additional amount cost or reduction in income (“Additional Compensation”) on the next Libor Interest Date in the case of a Libor Loan, on the next date on which standby fees are payable under Section 5.7 in the case of standby fees and on the next Interest Date in any other case (and each such successive date, if and as will compensate applicable). The Borrower shall not be obligated to pay any portion of such Purchaser or such controlling Person Additional Compensation accruing under this Section 10.2 for such reduction, any period prior to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day date which is 180 ninety (90) days prior to the date on which the Agent, on behalf of such Purchaser first made demand therefor; providedLender, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything gives notice to the contrary contained herein, (i) Borrower that such Additional Compensation is so accruing. A certificate by a duly authorized officer of such Lender prepared in good faith setting forth the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform amount of the Additional Compensation and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated the basis for it must be submitted by the Bank Agent to the Borrower and is conclusive evidence, in the absence of manifest error, of the amount of the Additional Compensation. Such Lender shall, for International Settlementsthe purposes of the calculation of Additional Compensation and to the extent contractually permitted, treat the Borrower in a manner consistent with other borrowers of such Lender having credit facilities with such Lender comparable to the credit facilities hereunder. If the Agent notifies the Borrower that Additional Compensation is owed, the Basel Committee on Banking Supervision Borrower shall pay such Additional Compensation to the Agent for the account of such Lender and the Borrower shall have the right, upon written irrevocable prior notice of at least three (or any successor or similar authority3) or Business Days to the United States Agent at the Agent’s Branch of America or foreign regulatory authoritiesAccount, to make payment in each case full to the Agent for the account of such Lender in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of applicable Borrowing on the date enacted, adopted specified in such notice together with accrued interest in respect of such Borrowing or issuedto convert such Borrowing into another basis of Borrowing available under this Agreement.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its Note SOFR Loans or its obligation to make SOFR Loans; and the result of anything described in clauses (i) or (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany SOFR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 one hundred eighty (180) day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such Purchaser▇▇▇▇▇▇’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 ninety (90) days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 ninety (90) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) in each case pursuant to Basel III, all requestsrequest, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, shall, in each case in respect of this clause (ii) pursuant to Basel IIIcase, shall be deemed to constitute an adoption of, or be a change in, a law, rule or regulation, in law for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, this Agreement (including without limitation for purposes of subsection 3.2(b) abovethis Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule rule, directive or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule rule, directive or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note ability to make loans based on the Term SOFR Rate or its obligation to make loans based on the Term SOFR 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 Purchaser Lender of making or maintaining its Noteany loan based on the Term SOFR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, Section 3.2(a) and (b) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under Section 3.1 or Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 3.1 or Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under any of its Note Notes with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in. For the avoidance of doubt, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (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 the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.clause

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule rule, directive or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule rule, directive or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note ability to make loans based on the Term SOFR Rate or its obligation to make loans based on the Term SOFR 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 Purchaser Lender of making or maintaining its Noteany loan based on the Term SOFR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such Purchaser’s Lend▇▇’▇ obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the D▇▇▇-Fadditional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borr▇▇▇▇ ▇▇▇ees to pay all incremental expenses incurred by such Lend▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated ▇▇ a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of Borrower pursuant to this clause (iic) pursuant (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Basel III, Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

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 regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)treaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation (other than FATCA) treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 the Lender; (ii) subject the Lender or the Agent to any Taxes (other than Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, Indemnified Taxes and Connection Income Taxes); or (iii) shall impose on the Lender any Purchaser any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its NoteLoan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then then, upon demand by such Purchaser 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 the CompaniesAgent), the Companies shall Borrowers shall, jointly and severally, pay directly to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction. (b) If any Purchaser the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser the Lender or any Person controlling such Purchaser the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaserthe Lender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations Commitments hereunder to a level below that which such Purchaser the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaserthe Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser the Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser the 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 the CompaniesAgent), the Companies shall Borrowers shall, jointly and severally, pay to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the by United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and be a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) aboveApplicable Law, regardless of the date enacted, adopted adopted, issued or issuedimplemented.

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 regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)treaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation (other than FATCA) treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser the Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 the Lender; (ii) shall subject the 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 the Lender any Purchaser any other condition affecting its Note Loan, its Notes or its obligation to make any Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note Notes with respect thereto, in each case, by an amount deemed in good faith by the Lender to be material, then upon within ten Business Days after written demand by such Purchaser (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 the Companies)Agent) therefor, the Companies Borrower shall pay directly to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction. (b) If any Purchaser the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser the Lender or any Person controlling such Purchaser the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaserthe Lender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations Commitments hereunder to a level below that which such Purchaser the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaserthe Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser the Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser the 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 the CompaniesAgent), the Companies Borrower shall pay within ten Business Days after written demand therefor to such Purchaser the Lender such additional amount as will compensate such Purchaser the Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or guidelines, requirements and directives thereunder or issued in connection therewith and (ii) all requestsor in implementation thereof, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, shall in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and be a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) aboveApplicable Law, regardless of the date enacted, adopted adopted, issued or issuedimplemented. Notwithstanding anything to the contrary in this Section 3.2, the Borrower shall not be required to compensate the Lender for any amounts in this Section 3.2 (excluding Taxes described in Section 3.2(a)(ii)) incurred more than 180 days prior to the date that the Lender delivers the statement making the demand for such payment (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the foregoing 180 day period shall be extended to include the retroactive effect thereof). (d) A certificate of the Agent or the Lender (or of the Agent on behalf of the Lender) claiming any compensation under this Section 3.2, setting forth the amounts to be paid thereunder and delivered to the Borrower with a copy to the Agent, shall be conclusive, binding and final for all purposes, absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule rule, directive or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule rule, directive or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note ability to make loans based on the Term SOFR Rate or its obligation to make loans based on the Term SOFR 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 Purchaser Lender of making or maintaining its Noteany loan based on the Term SOFR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserL▇▇▇▇▇’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the Dadditional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless B▇▇▇-F▇▇▇▇ agrees to pay all incremental expenses incurred by such L▇▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of Borrower pursuant to this clause (iic) pursuant (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Basel III, Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder or under any Letter of Credit to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser Lender (which demand shall be accompanied by a statement certificate 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or be a change in, a law, rule or regulation, in law for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, this Agreement (including without limitation for purposes of subsection 3.2(b) abovethis Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

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 regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)treaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation (other than FATCA) treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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; (ii) shall subject such Lender or the Agent to any Taxes (other than Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, Indemnified Taxes and Connection Income Taxes); or (iii) shall impose on such Lender or any Purchaser Person controlling such Lender any other condition affecting any Loan, its Note Notes or its obligation to make any Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note Notes with respect thereto, then then, upon demand by such Purchaser 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 the Companies)Agent) therefor, the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser such Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy applicable to such Lender or any such Person (whether or not having the force of law) of any such authority, central bank or comparable agency, which is not covered by paragraph (a) above, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations Commitments hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the by United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and be a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) aboveApplicable Law, regardless of the date enacted, adopted adopted, issued or issuedimplemented. Notwithstanding anything to the contrary in this Section 3.2, the Borrower shall not be required to compensate any Lender for any amounts in this Section 3.2 (excluding Taxes described in Section 3.2(a)(ii)) incurred more than 180 days prior to the date that such Lender delivers the statement making the demand for such payment (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the foregoing 180 day period shall be extended to include the retroactive effect thereof). (d) All amounts payable under this Section 3.2 shall bear interest from the date that is 10 days after the date of demand by any Lender or the Agent (at the direction of the applicable Lender) until payment in full to such Lender at the rate applicable to the Loans then outstanding. A certificate of the Agent or any Lender (or of the Agent on behalf of the applicable Lender) claiming any compensation under this Section 3.2, setting forth the amounts to be paid thereunder and delivered to the Borrower with a copy to the Agent, shall be conclusive, binding and final for all purposes, absent manifest error. (e) The obligations of the Loan Parties under this Section 3.2 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Increased Cost. (a) If, after the Closing Datedate hereof, the adoption ofof any applicable law, rule, or regulation, or any change in, in any applicable law, rule rule, or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) thereof by any Governmental Authoritygovernmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Financing Party (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency agency: (i) shall subject such Financing Party (or its Applicable Funding Office) to any tax, duty or other charge with respect to any Eurodollar Fundings, its Notes, or its obligation to make Eurodollar Fundings, or change the basis of taxation of any amounts payable to such Financing Party (or its Applicable Funding Office) under this Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Financing Party by the jurisdiction in which such Financing Party has its principal office or such Applicable Funding Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Financing Party (or its Applicable Funding Office), including the Commitment of such Financing Party hereunder; or (iii) shall impose on such Financing Party (or its Applicable Funding Office) or on the London interbank market any Purchaser any other condition affecting this Agreement, its Note Notes, any other Operative Agreement or any of such extensions of credit or liabilities and commitments; and the result of any of the foregoing is to increase the cost to such Financing Party (or to impose a cost onits Applicable Lending Office) such Purchaser of making making, converting into, continuing, or maintaining its Note, any Eurodollar Loans or to reduce the amount of any sum received or receivable by such Purchaser Financing Party (or its Applicable Funding Office) under this Agreement or under its Note Notes with respect theretoto any Eurodollar Fundings, then upon demand by such Purchaser (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 the Companies), the Companies Lessee shall pay directly to such Purchaser Financing Party on demand such additional amount or amounts as will compensate such Purchaser Financing Party for such increased cost or reduction. If any Financing Party requests compensation by the Lessee under this Section 13.4(a), the Lessee may, by notice to such reduction Financing Party (with a copy to the extent arising from and in connection withAgent), suspend the Notes, so long as obligation of such amounts have accrued on Financing Party to make or after continue loans of the day which is 180 days prior Type with respect to the date on which such Purchaser first made demand therefor; providedcompensation is requested, that if or to convert Fundings of any other Type into Fundings of such Type, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 13.4(f) shall be extended to include applicable); provided that such suspension shall not affect the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence right of such Purchaser’s obligations hereunder Financing Party to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (which demand shall be accompanied by a statement setting forth receive 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 the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, compensation so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectrequested. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, If on or after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation (other than the implementation of FATCAregulation, as or any change in effectany applicable law, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.10) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Purchaser Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Loans, its Note or its obligation to make Loans; and the result of any of the foregoing is to increase the cost to such Lender (or to impose a cost onits 37 Applicable Lending Office) such Purchaser of making or maintaining its Noteany Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, then upon by an amount deemed by such Lender to be material, then, within 15 days after demand by such Purchaser 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, with a copy of which shall be furnished to Agent and the CompaniesAdministrative Agent), the Companies Borrower shall pay directly to or for the account of such Purchaser Lender such additional amount or amounts as will compensate such Purchaser Lender for such increased cost or such reduction with respect to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectits Euro-Dollar Loans. (b) If any Purchaser Lender shall reasonably determine that any change inhave determined that, or after the date hereof, the adoption or phase-in of, of any applicable law, rule or regulation regarding capital adequacyadequacy of general applicability, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender (or any Person controlling such Purchaser its Applicable Lending Office) with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Purchaser’s Lender (or such controlling Person’s capital its Parent) as a consequence of such Purchaser’s obligations an undrawn Commitment hereunder to a level below that which such Purchaser Lender (or such controlling Person its Parent) could have achieved but for such change, adoption, phase-in change or compliance (taking into consideration such Purchaser’s or such controlling Person’s its policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person Lender to be material, then from time to time, upon within 15 days after demand by such Purchaser 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, with a copy of which shall be furnished to Agent and the CompaniesAdministrative Agent), the Companies Borrower shall pay to such Purchaser Lender such additional amount or amounts as will compensate such Purchaser Lender (or such controlling Person its Parent) for such reduction, . The Borrower shall not be obligated to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days compensate any Lender pursuant to this subsection (b) for reduced return accruing prior to the date on which is 30 days before such Purchaser first made demand thereforLender requests compensation; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change inor interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Lender shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or phase-in change or promulgation thereof without regard to the foregoing limitation. If any Lender has demanded compensation under this subsection (b), the Borrower shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Lenders) to purchase the Note of such Lender. (c) Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, that will entitle such Lender to compensation pursuant to this Section 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, a lawsuch compensation and will not, rule in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 8.03 and setting forth the additional amount or regulation regarding capital adequacyamounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedsuch Lender may use any reasonable averaging and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any in applicable law, rule regulation or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), regulatory requirement or any change in the interpretation or administration application thereof by any governmental or other authority, shall: (i) subject a Lender to any Taxes with respect to its income from the Credit Facility or any part thereof, or (ii) change the basis of taxation to a Lender of payments of principal or interest or any applicable law, rule other payment due or regulation to become due pursuant to this Agreement (other than FATCAa change in the basis effected by the jurisdiction of incorporation of such Lender or the domicile of the Lender’s office through which the Lender’s Commitment is made or any governmental subdivision or other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any of the Subsidiaries) by or such other jurisdiction where the Credit Facility may be payable), or (iii) impose, modify or deem applicable any Governmental Authorityreserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, central bank deposits with or comparable agency charged with for the interpretation or administration thereofaccount of, or compliance by loans by, any Purchaser with any request or directive Lender, or (whether or not having the force of lawiv) of any such authority, central bank or comparable agency shall impose on any Purchaser Lender any other condition affecting its Note the Commitment or any portion of any Advance thereunder, and the result of the foregoing is either to increase the cost to (or to impose a cost on) such Purchaser Lender of making available or maintaining its Note, Commitment or to reduce the amount of any sum payment received or receivable by such Purchaser Lender then and in any such case if such increase or reduction in the opinion of such Lender materially affects the interests of such Lender under or in connection with this Agreement or under its Note with respect thereto, then upon demand by Agreement: (a) such Purchaser (which demand Lender shall be accompanied by a statement setting forth notify the basis for such demand Borrower and a calculation the Facility Agent of the amount thereof in reasonable detail, a copy happening of which shall be furnished to Agent and the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.event, (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, Borrower agrees forthwith upon demand by such Purchaser (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 the Companies), the Companies shall pay to such Purchaser Lender such amount as such Lender certifies to be necessary to compensate such Lender for such additional amount as will compensate such Purchaser cost or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.and (c) Notwithstanding anything any such demand as is referred to the contrary contained herein, in sub-section (ib) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall Section 12.2 may be deemed to constitute an adoption of, made by such Lender at any time before or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless after any repayment of the date enacted, adopted or issuedAdvances.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 shall impose on impose, modify or deem applicable any Purchaser reserve (including any condition affecting its Note 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, and the result of anything described above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon within ten (10) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within ten (10) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. Notwithstanding anything to the contrary in this Section 3.2(b), it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 3.2(b) that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the [Biolase] Credit Agreement #61304369 force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule rule, directive or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule rule, directive or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule rule, directive or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed conclusive absent manifest error. (d) Notwithstanding anything set forth in Section 2.8.2 to constitute an adoption ofthe contrary, upon the election in writing by Agent or change inany Lender to seek indemnification from Borrower or any other Loan party pursuant to this Section 3.2, a lawBorrower may prepay the Term Loan and all related Obligations in full (but not in part) without the requirement to pay any additional premiums, rule make-whole payments or regulation, for purposes other similar amounts that would otherwise be due and owing pursuant to Section 2.8.2 within sixty (60) calendar days of subsection 3.2(a) above, and a change in, its payment in full of such requested indemnity amounts to Agent or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedsuch requesting Lender.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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 (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.conclusive absent manifest error. [Solsys Medical] A&R Credit Agreement

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such Purchaser▇▇▇▇▇▇’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the Dadditional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such ▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of Borrower pursuant to this clause (iic) pursuant (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Basel III, Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) IfIf any Change in Law shall: (i) impose, after modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the Closing Date, the adoption account of, or any change incredit extended by, any applicable lawLender (except any Reserve Requirements imposed pursuant to Section 2.17) or any LC Issuer; or (ii) impose on any Lender or any LC Issuer or the London interbank market any other condition, rule cost or regulation expense (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date Taxes) affecting this Agreement or Eurocurrency Loans made by such Purchaser becomes a party to this Agreement), Lender or any change in the interpretation Letter of Credit or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose on any Purchaser any condition affecting its Note participation therein; and the result is of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting into, continuing or maintaining any Loan (or of maintaining its obligation to impose a make any such Loan) by an amount deemed by such Lender or such LC Issuer to be material or to increase the cost on) to such Purchaser Lender, such LC Issuer or such other Recipient of making participating in, issuing or maintaining its Note, any Letter of Credit by an amount deemed by such Lender or such LC Issuer to be material or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement Lender, such LC Issuer or under its Note with respect theretosuch other Recipient hereunder (whether of principal, then upon demand interest or otherwise) by an amount deemed by such Purchaser (which demand shall Lender or such LC Issuer to be accompanied by a statement setting forth the basis for material, then, upon request of such demand and a calculation of the amount thereof in reasonable detailLender, a copy of which shall be furnished to Agent and the Companies)LC Issuer or other Recipient, the Companies shall Borrower will pay directly to such Purchaser Lender, such LC Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Purchaser Lender, such LC Issuer or such other Recipient, as the case may be, for such increased cost material additional costs incurred or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectsuffered. (b) If any Purchaser shall reasonably determine Lender or any LC Issuer determines that any change in, or the adoption or phase-Change in of, any applicable law, rule or regulation Law regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling PersonLC Issuer’s capital or on the capital of such Lender’s or such LC Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Purchaser’s obligations hereunder Lender, or the Letters of Credit issued by such LC Issuer, to a level below that which such Purchaser Lender or such controlling Person LC Issuer or such Lender’s or such LC Issuer’s holding company could have achieved but for such change, adoption, phase-Change in or compliance Law (taking into consideration such PurchaserLender’s or such controlling PersonLC Issuer’s policies and the policies of such Lender’s or such LC Issuer’s holding company with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Purchaser Lender or such controlling Person LC Issuer to be material, then from time to time, upon demand by such Purchaser (which demand shall be accompanied by a statement setting forth time 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 the Companies), the Companies shall Borrower will pay to such Purchaser Lender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Purchaser Lender or such controlling Person LC Issuer or such Lender’s or such LC Issuer’s holding company for any such reductionmaterial reduction suffered. (c) A certificate of a Lender or such LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such LC Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the extent arising from Borrower and in connection withshall be conclusive absent manifest error. The Borrower shall pay such Lender or such LC Issuer, as the case may be, the Notes, so long amount shown as due on any such amounts have accrued certificate within 15 days after receipt thereof. (d) Failure or delay on the part of any Lender or after any LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or t such LC Issuer’s right to demand such compensation; provided that the day which is 180 Borrower shall not be required to compensate a Lender or a LC Issuer pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date on which that such Purchaser first made demand therefor; providedLender or such LC Issuer, that if as the event case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions has retroactive effectand of such Lender’s or such LC Issuer’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such 180 increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effecteffect thereof . (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAdministrative Borrower), the Companies Borrowers shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder or under any Letter of Credit to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAdministrative Borrower), the Companies Borrowers shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Datedate hereof, the adoption introduction of, or any change in, or the implementation of, any applicable law, rule or regulation Applicable Law (including any capital adequacy requirement) (other than any taxes on the implementation overall net income of FATCA, as in effect, with respect to any Purchaser, as a Lender or upon the overall capital of the date such Purchaser becomes a party to this AgreementLender), regulation, treaty or any change official directive now or hereafter in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive effect (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose on any Purchaser any condition affecting its Note and the result is to increase the cost to (or to impose a cost on) such Purchaser of making or maintaining its Note, or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser (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 the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration application thereof by any court or by any judicial or Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or the if compliance by any Purchaser or any Person controlling such Purchaser Lender with any request from any central bank or directive regarding capital adequacy other fiscal, monetary or other authority (whether or not having the force of law) (individually, a "Circumstance"): (a) subjects a Lender to any Tax, changes the basis of any such authority, central bank or comparable agency, has or would have the effect taxation of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder payments due to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such changeincreases any existing Tax, adoptionon payments of principal, phase-in interest or compliance other amounts payable by the Borrower to a Lender under this Agreement; (taking into consideration such Purchaser’s b) imposes, modifies or such controlling Person’s policies with respect to deems applicable any reserve, special deposit, capital adequacy) , regulatory or similar requirement against assets or liabilities held by an amount deemed a Lender, or deposits of or for the account of a Lender, or loans by a Lender, or any other acquisition of funds for loans by a Lender or commitments by a Lender to fund loans or obligations of a Lender in respect of letters of credit or letters of guarantee issued by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (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 the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand thereforLender; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.or (c) imposes on a Lender any other condition with respect to this Agreement; and the result of (a), (b) or (c) is, in the sole determination of such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income receivable by such Lender in respect of a Borrowing, such Lender (other than the Operating Lender) shall promptly notify the Agent. Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America States, Canadian or foreign other regulatory authorities, in each case in respect of this clause pursuant to Basel III ((i) and (ii) pursuant to Basel IIIbeing, the "New Rules"), shall in each case be deemed to constitute an adoption of, or be a "change in, a in law, rule or regulation, " for the purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) abovethis Section 11.2, regardless of the date enacted, adopted or issued, in each case (i) to the extent materially different from that in effect on the date hereof and (ii) to the extent that such New Rules have general application to substantially all of the banks within the jurisdiction in which such Lender operates. The Agent or the Operating Lender, as applicable, shall promptly notify the Borrower and the Borrower shall pay to the Agent for the benefit of such Lender or to the Operating Lender, as applicable, from time to time that amount which compensates such Lender or the Operating Lender, as applicable, for such additional cost or reduction in income from time to time ("Additional Compensation") on the next Interest Date in the case of a SOFR Loan or a ▇▇▇▇▇ Loan, on the next date of issuance of any Letters of Credit or on the next Interest Date in any other case (and each successive Interest Date or date of issuance, if applicable), provided that the Borrower shall not be obligated to pay any such Additional Compensation unless such Lender or the Operating Lender, as applicable, is generally claiming similar compensation from other customers in similar circumstances, and the Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 11.2 for any period prior to the date which is three (3) months prior to the date on which the Agent, on behalf of such Lender, or the Operating Lender, as applicable, gives notice to the Borrower that such Additional Compensation is so accruing, provided that, if the circumstances giving rise to such claim have a retroactive effect, then such three (3) month period shall be extended to involve the period of such retroactive effect. A photocopy of the relevant law, regulation, treaty, official directive or regulatory requirement (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate by a duly authorized officer of such Lender or the Operating Lender, as applicable, (prepared in good faith) setting forth the amount of the Additional Compensation and the basis for it must be submitted by the Agent or the Operating Lender, as applicable, to the Borrower and is prima facie evidence of the amount of the Additional Compensation. If the Agent or Operating Facility Lender, as applicable, notifies the Borrower that Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender or the Operating Lender, as applicable, and the Borrower shall have the right, upon written irrevocable prior notice of at least three (3) Business Days to the Agent or the Operating Lender, as applicable, to make payment in full to the Agent or the Operating Lender, as applicable, for the account of such Lender or to the Operating Lender, as applicable, in respect of the applicable Borrowing on the date specified in such notice together with accrued but unpaid interest and fees in respect of such Borrowing or to convert such Borrowing into another basis of Borrowing available under this Agreement.

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 change in, any applicable law, rule or regulation changes (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), or any change by way of imposition or increase of reserve requirements included in the LIBOR Rate) in or in the interpretation or administration of any applicable law, rule law or regulation or (other than FATCAii) the compliance by Bank with any Governmental Authority, guideline or request from any central bank or comparable agency charged with other governmental authority, in any case introduced, changed, interpreted or requested after the interpretation or administration thereof, or compliance by any Purchaser with any request or directive date hereof (whether or not having the force of law), shall either (x) of impose, modify or deem applicable any such authorityreserve, central bank special deposit or comparable agency shall similar requirement against assets held by, or deposits in or for the account of, Bank or (y) impose on Bank or any Purchaser entity controlling Bank any other condition affecting its Note relating to this Agreement or Bank or such entity or the LIBOR Based Option loans made by Bank, and the result is of any event referred to in clause (i) or (ii) shall be to increase the cost to (Bank or any entity controlling Bank of agreeing to impose a cost on) such Purchaser of making make or making, funding or maintaining its Note, or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement or under its Note with respect theretoLIBOR Based Option loans, then upon demand by such Purchaser (which demand the Borrower 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 the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by Bank, pay to the Bank for the account of Bank such Purchaser 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 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 failure to give such notice shall not (subject to clause (B) below) affect the right of Bank to any payment to which demand it would otherwise be entitled hereunder and (B) the Borrower shall not be accompanied 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 statement setting forth certificate as to the amount of such increased cost, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent increase and the Companies)manner of computation thereof, the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 at least thirty (30) days prior to the date on which that the Bank seeks payment for such Purchaser first made demand therefor; provided, that if the event giving rise to such increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedBorrower.

Increased Cost. (a) If, on or after (x) the Closing Datedate -------------- hereof, in the case of any Syndicated Loan or any obligation to make Syndicated Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, or (z) the date that the applicable Bank agrees to make a Negotiated Rate Loan, in the case of any Negotiated Rate Loan, the adoption of, or any change in, of any applicable law, rule or regulation (other than the implementation of FATCAregulation, as in effect, with respect to or any Purchaser, as of the date such Purchaser becomes a party to this Agreement)change therein, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office, as the case may be, is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance assessment (excluding with respect to any CD Loan any such assessment included in an applicable Assessment Rate) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan, any such requirement included in an applicable CD Reserve Percentage, and (B) with respect to any Euro-Dollar Loan, any such requirement included in an applicable Euro-Dollar Reserve Percentage, and (C) any requirement for which such Bank is entitled to compensation under subsection (b) of this Section) against assets of, deposits with or for the account of, or credit extended by, any Bank or its Lending Office or shall impose on any Purchaser Bank (or its Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Note Fixed Rate Loans or its obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Lending Office) such Purchaser of making or maintaining its Noteany Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Purchaser Bank (or its Lending Office) under this Agreement or under its Note with respect thereto, then upon by an amount deemed by such Bank to be material, then, within 15 days after demand by such Purchaser Bank to the Company (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 Agent and the CompaniesAdministrative Agent), the Companies applicable Borrower or Borrowers shall pay directly to for the account of such Purchaser Bank, as additional interest, such additional amount or amounts as will compensate such Purchaser Bank for such increased cost or reduction; provided that if such Bank fails to notify -------- the Company that it intends to claim or may claim compensation for such increased cost or reduction to the extent arising from and in connection withwithin 45 days after such Bank has knowledge of such increased cost or reduction, the Notes, so long as applicable Borrower shall not be obligated to compensate such amounts have accrued on Bank for such increased cost or after the day which is 180 days reduction accruing prior to the date on which such Purchaser Bank first made demand therefor; provided, notifies the Company that if the event giving rise it intends to claim such costs compensation. In determining such additional amount or reductions has retroactive effectamounts, such 180 day period shall be extended to include the period of retroactive effectBank may use any reasonable averaging and attribution methods. (b) If If, after the date hereof, the Administrative Agent or any Purchaser Bank shall reasonably determine have determined that any change in, or the adoption or phase-in of, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (including a change resulting from a determination of a court or regulatory authority), or the compliance by any Purchaser the Administrative Agent or any Person controlling such Purchaser Bank (or its Lending Office or holding company) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s the Administrative Agent's or such controlling Person’s Bank's capital (or the capital of its holding company) as a consequence of such Purchaser’s its obligations hereunder to a level below that which such Purchaser the Administrative Agent or such controlling Person Bank or its holding company could have achieved but for such change, adoption, phase-in change or compliance (taking into consideration such Purchaser’s the Administrative Agent's or such controlling Person’s Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by such Purchaser the Administrative Agent or such controlling Person Bank to be material, then from time to time, upon within 15 days after demand by the Administrative Agent or such Purchaser 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 Agent and the CompaniesAdministrative Agent), the Companies Company shall pay to the Administrative Agent or such Purchaser Bank, as the case may be, such additional amount or amounts as will compensate such Purchaser the Administrative Agent or such controlling Person Bank or its holding company for such reduction, to the extent arising from and in connection with. In determining any additional amount or amounts payable under this subsection (b), the Notes, so long as Administrative Agent or such amounts have accrued on or Bank may use any reasonable averaging and attribution methods; provided that if after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; providedhereof, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a any -------- applicable law, rule or regulation regarding capital adequacy, for purposes or any change therein, or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, the credit quality of subsection 3.2(b) abovea bank's loans, regardless investments or commitments is required or permitted to be taken into account in determining capital adequacy, then such averaging and attribution methods shall include a consideration of the credit quality of the Loans relative to the credit quality of such Bank's other loans, investments or commitments, as the case may be. (c) The Administrative Agent or each relevant Bank, as the case may be, will promptly notify the Company and the Administrative Agent of any event of which it has knowledge occurring after the date enactedhereof which will entitle the Administrative Agent or such Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, adopted or issuedreduce the amount of, such compensation and will not, in the judgment of the Administrative Agent or such Bank, be otherwise disadvantageous to the Administrative Agent or such Bank. A certificate of the Administrative Agent or any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. (d) Each Bank agrees that if, after such Bank has made a demand for compensation pursuant to this Section, the circumstances giving rise to such demand no longer exist, such Bank shall notify the Administrative Agent of such fact. In the event that the Administrative Agent shall receive notice from a Bank pursuant to the preceding sentence of this Section, the Administrative Agent shall notify the Company thereof.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting Loans bearing interest at the LIBOR Rate, its Note or its obligation to make Loans bearing interest at the LIBOR Rate; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany Loan bearing interest at the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser Lender (which demand shall be accompanied by a statement certificate 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (i) the D▇▇▇-F▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or be a change in, a law, rule or regulation, in law for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, this Agreement (including without limitation for purposes of subsection 3.2(b) abovethis Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the Dadditional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless ▇▇▇-F▇▇▇▇▇ agrees to pay all incremental expenses incurred by such ▇▇▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of Borrower pursuant to this clause (iic) pursuant (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Basel III, Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesSecond Lien Agent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser Lender (which demand shall be accompanied by a statement certificate 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 the CompaniesSecond Lien Agent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 90 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s Lender's or such controlling Person’s 's capital as a consequence of such Purchaser’s Lender's obligations hereunder or under any Letter of Credit to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s Lender's or such controlling Person’s 's policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 90 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause #35074903_v10 (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person [Biolase] Credit Agreement #61304369 could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation If either (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), or i) any change in or in the interpretation or administration of any applicable law, rule law or regulation or (other than FATCAii) the compliance by any Governmental Authority, Lender or its Applicable Lending Office or by any Issuing Bank with any guideline or request from any central bank or comparable agency charged with other governmental authority, in any case introduced, changed, interpreted or requested after the interpretation or administration thereof, or compliance by any Purchaser with any request or directive date hereof (whether or not having the force of law), shall either (x) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets held by, or letters of credit or guarantees issued by, or deposits in or for the account of, any such authority, central bank Lender or comparable agency shall any Issuing Bank or (y) impose on any Purchaser Lender or any Issuing Bank any other condition affecting its Note relating to this Credit Agreement or such Lender or the Loans made by it or any Facility Letter of Credit issued by it or any Lender's participation therein, and the result is of any event referred to in clause (x) or (y) shall be to increase the cost to (any Lender of agreeing to make or to impose a cost on) such Purchaser of making making, funding or maintaining its NoteCommitment or Loans, or to reduce the amount any Issuing Bank of issuing or maintaining and Facility Letter of Credit or to any sum received or receivable by such Purchaser under this Agreement or under its Note with respect theretoLender of purchasing any participation therein, then the Borrower shall from time to time, upon demand by such Purchaser Lender or such Issuing 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 such demand to Agent and the CompaniesAgent), pay to the Companies shall pay directly Agent, for the account of such Lender or such Issuing Bank, as the case may be, additional amounts sufficient to such Purchaser such additional amount as will compensate such Purchaser Lender, such Issuing Bank or such corporation for such increased cost or such reduction cost. A certificate as to the extent arising from and in connection withamount of such increased cost, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior submitted to the date on which Borrower by such Purchaser first made demand therefor; provided, that if Lender or Issuing Bank (through the event giving rise to such costs or reductions has retroactive effect, such 180 day period Agent) shall be extended to include the period of retroactive effectconclusive and binding for all purposes, absent manifest error. (b) If any Purchaser shall reasonably determine Lender or any Issuing Bank determines that any change in, or the adoption or phase-in ofeffectiveness of any treaty, any applicable law, rule or regulation regarding in regard to capital adequacy, or any change therein or in the application thereof, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other governmental or monetary authority charged with the interpretation or administration thereof, or the compliance by any Purchaser such Lender or any Person of its Applicable Lending Offices or such Issuing Bank, or any corporation controlling such Purchaser Lender or such Issuing Bank, with any request interpretation, directive, request, order or directive regarding decree in regard to capital adequacy (whether or not having the force -62- 70 of law) of by any such authority, central bank or comparable agencyother governmental or monetary authority, including, without limitation, any guideline contemplated by the report dated July, 1988 entitled "International Convergence of Capital Management and Capital Standards" issued by the Bank Committee on Banking Regulations and Supervisory Practices, has or would have the effect of increasing the amount of capital required or expected to be maintained by such Lender, the Issuing Bank or any corporation controlling such Lender or the Issuing Bank or otherwise, as a consequence of such Lender's Loans or Commitment hereunder (including, without limitation, its obligation to make to fund its participation in Facility Letters of Credit) or the issuance of Facility Letters of Credit by such Issuing Bank, and thereby reducing the rate of return on the capital of such Purchaser’s Lender, such Issuing Bank or any corporation controlling such Lender or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder Issuing Bank to a level below that which such Purchaser Lender, the Issuing Bank or any corporation controlling such controlling Person Lender or the Issuing Bank could have achieved but for such change, adoption, phase-in effectiveness, change or compliance (taking into consideration account such Purchaser’s Lender's, the Issuing Bank's or such controlling Person’s corporation's policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material), then the Borrower shall, from time to time, pay to such Lender or Issuing Bank, upon demand by such Purchaser Lender or the Issuing 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 such demand to Agent and the Companies), the Companies shall pay to such Purchaser Agent) such additional amount amounts as will may be specified by such Lender or such Issuing Bank as being sufficient to compensate such Purchaser Lender or such controlling Person Issuing Bank or such corporation for such reductionreduction in return, to the extent arising from and in connection with, that such Lender or the Notes, so long as Issuing Bank determines such amounts have accrued on or after the day which is 180 days prior reduction to be attributable to the date on which such Purchaser first made demand therefor; providedexistence, that if the event giving rise issuance or maintenance of any Commitments, Loans or Facility Letters of Credit. A certificate as to such costs additional amounts submitted to the Borrower (through the Agent) by such Lender or reductions has retroactive effect, such 180 day period Issuing Bank shall be extended to include the period of retroactive effectconclusive and binding for all purposes, absent manifest error. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Datedate hereof, the adoption ofof any applicable law, rule, or regulation, or any change in, in any applicable law, rule rule, or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) thereof by any Governmental Authoritygovernmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Financing Party (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency agency: (i) shall subject such Financing Party (or its Applicable Funding Office) to any tax, duty or other charge with respect to any Eurodollar Fundings, its Notes, or its obligation to make Eurodollar Fundings, or change the basis of taxation of any amounts payable to such Financing Party (or its Applicable Funding Office) under this Agreement or the Notes in respect of any Eurodollar Funding (other than taxes imposed on the overall net income of such Financing Party by the jurisdiction in which such Financing Party has its principal office or such Applicable Funding Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Financing Party (or its Applicable Funding Office), including the Commitment of such Financing Party hereunder; or (iii) shall impose on such Financing Party (or its Applicable Funding Office) or on the London interbank market any Purchaser any other condition affecting its Note this Agreement, the Notes, any other Operative Agreement or any of such extensions of credit or liabilities and commitments; and the result of any of the foregoing is to increase the cost to such Financing Party (or to impose a cost onits Applicable Lending Office) such Purchaser of making making, converting into, continuing, or maintaining its Note, any Eurodollar Funding or to reduce the amount of any sum received or receivable by such Purchaser Financing Party (or its Applicable Funding Office) under this Agreement Agreement, the Lease or under its Note the Notes with respect theretoto any Eurodollar Fundings, then upon demand by such Purchaser (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 the Companies), the Companies Lessee shall pay directly to such Purchaser Financing Party on demand such additional amount or amounts as will compensate such Purchaser Financing Party for such increased cost or reduction. If any Financing Party requests compensation by the Lessee under this Section 10.4(a), the Lessee may, by notice to such reduction Financing Party (with a copy to the extent arising from and in connection withAgent), suspend the Notes, so long as obligation of such amounts have accrued on Financing Party to make or after continue loans of the day which is 180 days prior Type with respect to the date on which such Purchaser first made demand therefor; providedcompensation is requested, that if or to convert Fundings of any other Type into Fundings of such Type, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 10.4(f) shall be extended to include applicable); provided that such suspension shall not affect the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence right of such Purchaser’s obligations hereunder Financing Party to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (which demand shall be accompanied by a statement setting forth receive 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 the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, compensation so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectrequested. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 90 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s Lender's or such controlling Person’s 's capital as a consequence of such Purchaser’s Lender's obligations hereunder or under any Letter of Credit to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s Lender's or such controlling Person’s 's policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 90 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 90 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after If the Closing Date, the adoption introduction of, or any change in, any applicable law, rule law or regulation in Hong Kong or in the interpretation or application thereof or compliance by any Lender with any applicable direction, request or requirement (other than the implementation of FATCAa direction, as in effect, with respect request or requirement announced prior to any Purchaser, as of the date such Purchaser becomes a party to of this Agreement), or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive (whether or not having the force of law) , but if not having the force of law compliance thereof is customary of any competent governmental, fiscal, monetary or other authority in Hong Kong does: (a) subject such authority, central bank Lender to any tax or comparable agency shall other payment in Hong Kong (other than any such tax or payment to which the Lender is already subject to at the date of this Agreement) with reference to sums advanced or to be advanced by such Lender or payable by the Borrower under this Agreement (except (i) tax on such Lender’s overall net income in the jurisdiction of its principal office or Lending Office or such other jurisdiction where its overall net income would ordinarily (if it had not entered into this Agreement) be taxed or (ii) as referred to in Clause 10); or (b) impose on such Lender any Purchaser any other condition affecting its Note and the result effect of which is to (i) increase the cost to such Lender participating in the Facilities or (or to impose a cost onii) such Purchaser of making or maintaining its Note, or to reduce the amount of any sum received payment receivable by, or receivable by the effective return to, such Purchaser under this Agreement Lender in respect of the Facilities or under its Note (iii) impose a cost on such Lender resulting from such Lender’s Participation in the Facilities, such Lender may through the Agent so notify the Borrower, and the Borrower shall within seven (7) Business Days of demand (whether or not such Lender’s Participation in any Advances has been repaid) pay to the Agent for the account of such Lender such amounts as such Lender may certify (with respect thereto, then upon demand by such Purchaser (which demand shall reasonable details of the calculation thereof) to be accompanied by a statement setting forth the basis necessary to compensate it for such demand and a calculation of the amount thereof in reasonable detailtax, a copy of which shall be furnished to Agent and the Companies)payment, the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or reduction (each an “increased cost”). The Borrower and the Agent, in consultation with such reduction Lender, shall discuss whether any alternative arrangement may be made to the extent arising from and in connection with, the Notes, so avoid such increased cost. So long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event circumstances giving rise to such costs or reductions has retroactive effectincreased cost continue, such 180 day period shall be extended to include the period of retroactive effect. Borrower may, by giving the Agent not less than seven (b7) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy days’ prior written notice (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (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 the Companiesirrevocable), prepay all (but not only part of) such Lender’s Participation in the Companies shall pay Loan and without any penalty or fee, (but subject to any breakage costs payable in accordance with Clause 17.1) and upon the giving of such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effectnotice, such 180 day period Lender’s outstanding Commitment shall be extended to include the period of retroactive effectcancelled. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section -26- [Biolase] Credit Agreement #61304369 3.1) Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsmake, rulesissue, guidelines fund or directives thereunder maintain its Loans through another office of such Lender, or issued in connection therewith and (ii) all requeststake such other measures as such Lender may deem reasonable, rulesif as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, guidelines or directives promulgated as determined by the Bank for International Settlementssuch Lender in its sole discretion, the Basel Committee on Banking Supervision (making, issuing, funding or any successor maintaining of such Loans through such other office or similar authority) in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the United States interests of America or foreign regulatory authorities, in each case in respect of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (iic) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to Basel III, this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.conclusive absent manifest error. [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 (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement), or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose on any Purchaser any condition affecting its Note and the result is to increase the cost to (or to impose a cost on) such Purchaser of making or maintaining its Note, or to reduce the amount of any sum received or receivable by such Purchaser under this Agreement or under its Note with respect theretothereto (other than any such increased cost or reduction attributable to an Excluded Tax), then upon demand by such Purchaser (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 the Companies), the Companies shall pay directly to such Purchaser such additional amount as will compensate such Purchaser for such increased cost or such reduction to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser or any Person controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s or such controlling Person’s capital as a consequence of such Purchaser’s obligations hereunder to a level below that which such Purchaser or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser or such controlling Person to be material, then from time to time, upon demand by such Purchaser (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 the Companies), the Companies shall pay to such Purchaser such additional amount as will compensate such Purchaser or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one hundred eighty (180) days prior to the date on which such Purchaser first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 one hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection Section 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection Section 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable - 27 - law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (ba) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Purchaser’s Lender's or such controlling Person’s 's capital as a consequence of such Purchaser’s Lender's obligations hereunder or under any Letter of Credit to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Purchaser’s Lender's or such controlling Person’s 's policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Purchaser 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 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 Purchaser Lender any other condition affecting its Note 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 Purchaser Lender of making or maintaining its Noteany loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 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. (b) If any Purchaser Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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), has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such Purchaser▇▇▇▇▇▇’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Purchaser Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the contrary contained hereinextent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the Dadditional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless ▇▇▇-F▇▇▇▇▇ agrees to pay all incremental expenses incurred by such ▇▇▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of Borrower pursuant to this clause (iic) pursuant (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Basel III, Borrower (with a copy to Agent) shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issuedconclusive absent manifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule rule, or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule rule, or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank bank, or comparable agency 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; (ii) shall impose on any Purchaser Lender any other condition affecting its Note SOFR Loans or its obligation to make SOFR Loans; or (iii) shall subject the Agent or any Lender to any Taxes (other than Indemnified Taxes covered under Section 3.1 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany SOFR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule rule, or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in in, or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary contained hereincontrary, (ix) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines regulations, guidelines, or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall in each case be deemed to constitute an adoption of, or be a change in, a law, rule or regulation, in law for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, this Agreement (including without limitation for purposes of subsection 3.2(b) abovethis Section 3.2 and for purposes of Section 3.3), regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its Noteany LIBOR Loan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations hereunder or under any Letter of Credit to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser Lender (which demand shall be accompanied by a statement certificate 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation (other than the implementation of FATCA, as in effect, with respect to any Purchaser, as of the date such Purchaser becomes a party to this Agreement)regulation, or any change in the interpretation or administration of any applicable law, rule or regulation (other than FATCA) by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency 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 Purchaser Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Purchaser Lender of making or maintaining its NoteLoan, or to reduce the amount of any sum received or receivable by such Purchaser Lender under this Agreement or under its Note with respect thereto, then then, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay directly to such Purchaser Lender such additional amount as will compensate such Purchaser Lender for such increased cost or such reduction to the extent arising from and in connection with, the Notesreduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Purchaser Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Purchaser Lender or any Person controlling such Purchaser Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such PurchaserLender’s or such controlling Person’s capital as a consequence of such PurchaserLender’s obligations Commitments hereunder to a level below that which such Purchaser Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such PurchaserLender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Purchaser Lender or such controlling Person to be material, then from time to time, upon demand by such Purchaser 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 the CompaniesAgent), the Companies Borrower shall pay to such Purchaser Lender such additional amount as will compensate such Purchaser Lender or such controlling Person for such reduction, to the extent arising from and in connection with, the Notes, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Purchaser Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything to the contrary contained herein, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall be deemed to constitute an adoption of, or change in, a law, rule or regulation, for purposes of subsection 3.2(a) above, and a change in, or the adoption or phase-in of, a law, rule or regulation regarding capital adequacy, for purposes of subsection 3.2(b) above, regardless of the date enacted, adopted or issued.