Common use of Additional Compensation in Certain Circumstances Clause in Contracts

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense upon any Bank with respect to this Agreement, or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs or Reduced Return Resulting from Taxes4.6.1 INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law, guideline or interpretation or any change in any Law, Law or guideline or in any interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender or any Lending Office of any Lender, or or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B)otherwise B) otherwise applicable to the obligations of any Bank Lender or any Lending Office of any Lender under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender or its Lending Office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender's capital, taking into consideration such BankLender's customary policies with respect to capital adequacy) by an amount which such Bank Lender in its sole discretion deems to be material, such Bank Lender shall from time to time notify the Borrower Borrowers and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower Borrowers to such Bank Lender ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 4.5.1 Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Committed Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such BankLender), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B)otherwise B) otherwise applicable to the obligations of any Bank Lender under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender with respect to this Agreement, or the making, maintenance or funding of any part of the Committed Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender's capital, taking into consideration such BankLender's customary policies with respect to capital adequacy) by an amount which such Bank Lender in its sole discretion deems to be material, such Bank Lender shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank Lender ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. (a) Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank or Issuing Bank to any tax or changes the basis of taxation with respect to this Agreement, the NotesRevolving Credit Loans, the Bid Loans or Letters of Credit or payments by the any Borrower of principal, interest, Commitment Facility Fees, Letter of Credit Fees, Unpaid Drawings or other amounts due from the Borrower Borrowers hereunder (except for taxes on the overall net income of such Bank or Issuing Bank), , (ii) imposes, modifies or deems applicable any reservereserve (including the Eurodollar Reserve Percentage), special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank or Issuing Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank or Issuing Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank or Issuing Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or Issuing Bank with respect to this Agreement, or the making, maintenance or funding of any part of the Revolving Credit Loans or the Bid Loans, or the issuance of or participation in any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital’s capital or Issuing Bank, taking into consideration such Bank's ’s or Issuing Bank’s customary policies with respect to capital adequacy) by an amount which such Bank or Issuing Bank in its sole discretion deems to be material, such Bank or Issuing Bank shall from time to time notify the Borrower Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank or Issuing Bank to be necessary to compensate such Bank or Issuing Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the applicable Borrower to such Bank or Issuing Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.15.6.1. Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Facility Fees, Letter of Credit Fees or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank or any lending office of any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank or any lending office of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or its lending office with respect to this Agreement, Agreement or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole reasonable discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten thirty (1030) Business Days days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 4.5.1 Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good good-faith (using any averaging and attribution methods employed in good good-faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense or reduced rate (to the extent not reflected in the determination of returnBase Rate). Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.14.5.1. Increased Costs or Reduced Return Resulting from TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: Body (for the purpose of this Section references to Banks shall include the parents (i.e. corporate owners) of such banks): (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change Change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: Law : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on or measured by the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank or any lending office of any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank or any lending office of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or its lending office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 4.5.1 Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation interpretation, or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof thereof, or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, Facility Fees or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, of or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, by or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs If the introduction of or Reduced Return Resulting from Taxesany change in, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in the interpretation or application of, any Law, regulation or guideline or interpretation or application thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Governmental Authority (whether or not having the force of Law) of any central bank or other Official Body: law): (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Letters of Credit or payments by the Borrower Account Parties of principal, interest, Commitment Fees, fees or other amounts due from the Borrower Account Parties hereunder or under the other Transaction Documents (except for taxes on the overall net income or overall gross receipts of such Bank imposed by the jurisdictions (federal, state and local) in which the Bank's principal office is located), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any such Bank, or , (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, Bank or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, or (iv) imposes upon any Bank any other condition or expense with respect to this Agreement or the issuance of any Letter of Credit, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or, in the case of clause (iii) hereof, any Person controlling a Bank, with respect to this Agreement, Agreement or the making, maintenance or funding issuance of any part Letter of the Loans Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any such Bank's or controlling Person's capital, taking into consideration such Bank's customary or controlling Person's policies with respect to capital adequacyadequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which such Bank in its sole discretion deems to be material, such Bank shall may from time to time notify the Borrower and the Agent Account Parties of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by such Bank (which determination shall be conclusive) to be necessary to compensate such Bank for such increase in costincrease, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determinationimposition. Such amount shall be due and payable by the Borrower any applicable Account Party to such Bank ten five (105) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Prime Rate. 4.6.2A certificate by such Bank as to the amount due and payable under this Section 2.17 from time to time and the method of calculating such amount shall be conclusive. Each Bank agrees that it will use good faith efforts to notify the Account Parties of the occurrence of any event that would give rise to a payment under this Section 2.17; PROVIDED, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of such Bank to give any such notice shall have no effect on the Account Parties' obligations hereunder.

Additional Compensation in Certain Circumstances. 4.6.1. 4.5.1 Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, Agreement or the Notes, the Term Loans or payments by the Borrower of principal, interest, Commitment Fees, interest or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such BankLender), , (ii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or other credits or commitments to extend credit extended by, any Lender, or (B) otherwise applicable to the obligations of any Lender under this Agreement, (iii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender with respect to this Agreement, or the making, maintenance or funding of any part of the Term Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender's capital, taking into consideration such BankLender's customary policies with respect to capital adequacy) by an amount which such Bank Lender in its sole discretion deems to be material, such Bank Lender shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank Lender ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 4.6.1 Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Facility Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 4.5.1 Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation interpretation, or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof thereof, or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, Fees or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, of or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, by or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.14.5.1. Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 5.4.1 Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any the Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such the Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the Bank or any lending office of the Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any the Bank, or (B)otherwise B) otherwise applicable to the obligations of the Bank or any lending office of the Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any the Bank or its lending office with respect to this Agreement, Agreement or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any the Bank's capital, taking into consideration such the Bank's customary policies with respect to capital adequacy) by an amount which such the Bank in its sole reasonable discretion deems to be material, such the Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such the Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such the Bank ten thirty (1030) Business Days days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.15.6.1. Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (ia) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, Letter of Credit Fees or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such BankLender), , (iib) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender or any lending office of any Lender, or or (iiic) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against i) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender (or its holding company), or (B)otherwise ii) otherwise applicable to the obligations of any Bank Lender or any lending office of any Lender (or its holding company) under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender (or its holding company) or its lending office with respect to this Agreement, Agreement or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender's capital, taking into consideration such BankLender's (or its holding company's) customary policies with respect to capital adequacy) by an amount which such Bank Lender in its sole reasonable discretion deems to be material, such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten Lender thirty (1030) Business Days days after such notice is given. 5.6.2. 4.6.2Indemnity.

Additional Compensation in Certain Circumstances. 4.6.1. (a) Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Facility Fees, Utilization Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such BankLender), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender, or (B)otherwise B) otherwise applicable to the obligations of any Bank Lender under this AgreementAgreement and under agreements of a similar nature with other obligors to such Lender, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender, by an amount which such Lender in its sole discretion deems to be material, with respect to this Agreement, Agreement or with respect to the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender's capital, taking into consideration such BankLender's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material), such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank Lender ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. (a) Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise applicable to the obligations of any Bank under this Agreement, and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in cost, reduction of income, income or additional expense or reduced rate of returnexpense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.15.5.1. Increased Costs or Reduced Return Resulting from TaxesINCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES, ReservesRESERVES, Capital Adequacy RequirementsCAPITAL ADEQUACY REQUIREMENTS, ExpensesEXPENSES, EtcETC. If the adoption of any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof (in each case occurring after the date hereof or, in the case of an assignment or transfer, after the date of such assignment or transfer) by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on on, or measured by, the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or any Lending Office of any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank or any Lending Office of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or its Lending Office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole reasonable 50 discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount reasonably determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 4.5.1 Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank with respect to this Agreement, or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's ’s capital, taking into consideration such Bank's ’s customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs If the ------------------------------------------------ introduction of or Reduced Return Resulting from Taxesany change in, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in the interpretation or application of, any Law, regulation or guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of Law) of any central bank or other Official Body: law): (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Letters of Credit or payments by the Borrower Account Parties of principal, interest, Commitment Fees, fees or other amounts due from the Borrower Account Parties hereunder or under the other Transaction Documents (except for taxes on the overall net income or overall gross receipts of such Bank imposed by the jurisdictions (federal, state and local) in which the Bank's principal office is located), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any such Bank, or , (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, Bank or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, or (iv) imposes upon any Bank any other condition or expense with respect to this Agreement or the issuance of any Letter of Credit, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or, in the case of clause (iii) hereof, any Person controlling a Bank, with respect to this Agreement, Agreement or the making, maintenance or funding issuance of any part Letter of the Loans Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any such Bank's or controlling Person's capital, taking into consideration such Bank's customary or controlling Person's policies with respect to capital adequacyadequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which such Bank in its sole discretion deems to be material, such Bank shall may from time to time notify the Borrower and the Agent Account Parties of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by such Bank (which determination shall be conclusive) to be necessary to compensate such Bank for such increase in costincrease, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determinationimposition. Such amount shall be due and payable by the Borrower any applicable Account Party to such Bank ten (10) five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. 4.6.2A certificate by such Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. Each Bank agrees that it will use good faith efforts to notify the Account Parties of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, -------- however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of such Bank to give any such notice shall have no effect on the Account Parties' obligations hereunder.

Additional Compensation in Certain Circumstances. 4.6.1. 5.7.1 Increased Costs or Reduced Return Resulting ResultinP from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of Law)of any central bank or other Official Body: (i) : 5.7.1.1 subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) , 5.7.1.2 imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) ofcontingent)of, deposits with or for the account of, or other acquisitions of funds by, any Bank or any Lending Office of any Bank, or (iii) or 5.7.1.3 imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against assets (funded or contingent) ofcontingent)of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise applicable to the obligations of any Bank or any Lending Office of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense upon (including loss of margin)upon any Bank or its Lending Office with respect to this Agreement, the Notes or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by adequacy)by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by faith)by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business 10)Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs If the introduction of or Reduced Return Resulting from Taxesany change in, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in the interpretation or application of, any Law, regulation or guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of Law) of any central bank or other Official Body: law): (i) subjects any Issuing Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Letters of Credit or payments by the Borrower Account Parties of principal, interest, Commitment Fees, fees or other amounts due from the Borrower Account Parties hereunder or under the other Transaction Documents (except for taxes on the overall net income or overall gross receipts of such Issuing Bank imposed by the jurisdictions (federal, state and local) in which such Issuing Bank's principal office is located), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Issuing Bank, or , (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, Issuing Bank or (B)otherwise B) otherwise applicable to the obligations of any Issuing Bank under this Agreement, or (iv) imposes upon any Issuing Bank any other condition or expense with respect to this Agreement or the issuance of any Letter of Credit, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Issuing Bank or, in the case of clause (iii) hereof, any Person controlling an Issuing Bank, with respect to this Agreement, Agreement or the making, maintenance or funding issuance of any part Letter of the Loans Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any such Issuing Bank's or controlling Person's capital, taking into consideration such Issuing Bank's customary or controlling Person's policies with respect to capital adequacyadequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which such Issuing Bank in its sole discretion deems to be material, such Issuing Bank shall may from time to time notify the Borrower and the Agent Account Parties of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by such Issuing Bank (which determination shall be conclusive) to be necessary to compensate such Issuing Bank for such increase in costincrease, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determinationimposition. Such amount shall be due and payable by the Borrower any applicable Account Party to such Issuing Bank ten (10) five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. 4.6.2A certificate by such Issuing Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. Each Issuing Bank agrees that it will use good faith efforts to notify the Account Parties of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of such Issuing Bank to give any such notice shall have no effect on the Account Parties' obligations hereunder.

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs If the introduction of or Reduced Return Resulting from Taxesany change in, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in the interpretation or application of, any Law, regulation or guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of Law) of any central bank or other Official Body: law): (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Letters of Credit or payments by the Borrower Account Parties of principal, interest, Commitment Fees, fees or other amounts due from the Borrower Account Parties hereunder or under the other Transaction Documents (except for taxes on the overall net income or overall gross receipts, profits or gains of such Bank imposed by the jurisdictions (federal, state and local) in which the Bank's principal office is located), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any such Bank, or , (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, Bank or (B)otherwise B) otherwise applicable to the obligations of any Bank under this Agreement, or (iv) imposes upon any Bank any other condition or expense with respect to this Agreement or the issuance of any Letter of Credit, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank or, in the case of clause (iii) hereof, any Person controlling a Bank, with respect to this Agreement, Agreement or the making, maintenance or funding issuance of any part Letter of the Loans Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any such Bank's or controlling Person's capital, taking into consideration such Bank's customary or controlling Person's policies with respect to capital adequacyadequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which such Bank in its sole discretion deems to be material, such Bank shall may from time to time notify the Borrower and the Agent Account Parties of the amount determined in good faith (using any averaging and attribution methods employed in good faithmethods) by such Bank (which determination shall be conclusive absent manifest error) to be necessary to compensate such Bank for such increase in costincrease, reduction of incomeor imposition. Such amount shall be due and payable by any applicable Account Party to such Bank five Business Days after such notice is given, additional expense or reduced rate of returntogether with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. Such notice shall set forth in reasonable detail the basis for calculations upon which such determinationBank determined such amount. Such A certificate by such Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be due and payable by conclusive absent manifest error. Each Bank agrees that it will use good faith efforts promptly to notify the Borrower Account Parties of the occurrence of any event that would give rise to such Bank ten (10) Business Days after a payment under this Section 2.12; provided, however that, so long as such notice is givengiven within a reasonable period after the occurrence of such event, any failure of such Bank to give any such notice shall have no effect on the Account Parties' obligations hereunder. 4.6.2.Upon the receipt by the Account Parties or the Borrowers, as the case may be, from any Bank (an "Affected Bank") of a claim for compensation under this Section 2.12 or under Section 2A.11(a) or of a claim for payment of an Additional Amount under Section 2.13, URGI may designate another commercial lending institution satisfactory to the Issuing Bank to acquire and assume all of

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Term Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank, or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Bank, or (B)otherwise applicable to the obligations of any Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense upon any Bank with respect to this Agreement, or the making, maintenance or funding of any part of the Term Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Bank's capital, taking into consideration such Bank's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material, such Bank shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank to be necessary to compensate such Bank for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.1. 5.5.1 Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body: : (i) subjects any Lender or an Issuing Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans Loans, the Letters of Credit, or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Lender or an Issuing Bank), , (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Lender or Issuing Bank, or or (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender or an Issuing Bank, or (B)otherwise B) otherwise applicable to the obligations of any Lender or an Issuing Bank under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender or Issuing Bank with respect to this Agreement, or the Notes, the making, maintenance or funding of any part of the Loans or with respect to the Letters of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on an Issuing Bank’s or any BankLender's capital, taking into consideration such Issuing Bank’s or such Lender's customary policies with respect to capital adequacy) by an amount which such Bank in its sole discretion deems to be material), such Issuing Bank or such Lender shall from time to time notify the Borrower and the Paying Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Issuing Bank or such Lender to be necessary to compensate such Issuing Bank or such Lender for such increase in cost, reduction of income, additional expense expense, or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination, which shall be conclusive and binding absent manifest error. Such amount shall be due and payable by the Borrower to such Issuing Bank or such Lender ten (10) Business Days after such notice is given. 4.6.2.

Additional Compensation in Certain Circumstances. 4.6.15.6.1. Increased Costs or Reduced Return Resulting from From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive . (whether or not having the force of Law) of any central bank or other Official Body: (ia) subjects any Bank Lender to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, Letter of Credit Fees or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such BankLender), , (iib) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any BankLender or any lending office of any Lender, or or (iiic) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)against i) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any BankLender (or its holding company), or (B)otherwise ii) otherwise applicable to the obligations of any Bank Lender or any lending office of any Lender (or its holding company) under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Bank Lender (or its holding company) or its lending office with respect to this Agreement, Agreement or the making, maintenance or funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any BankLender's capital, taking into consideration such BankLender's (or its holding company's) customary policies with respect to capital adequacy) by an amount which such Bank Lender in its sole reasonable discretion deems to be material, such Bank Lender shall from time to time notify the Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Bank Lender to be necessary to compensate such Bank Lender for such increase in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten Lender thirty (1030) Business Days days after such notice is given. 5.6.2. 4.6.2Indemnity.