Common use of Compensation for Increased Costs Clause in Contracts

Compensation for Increased Costs. 3.5.1 In the event after the date of this Agreement, any introduction of any law, or any change in any law, or the interpretation or application thereof by any court or Governmental Authority charged with the administration thereof, or the compliance with any guideline or request from any Governmental Authority (whether or not having the force of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Bank) to any tax, deduction or withholding with respect to this Agreement or any other Loan Document (other than any tax incurred by or based upon the overall net income of any such Banks), and the result thereof is to increase the cost to the Requisite Banks, reduce the income receivable by the Requisite Banks, impose any expense upon the Requisite Banks or reduce the amount of any payment receivable by the Requisite Banks with respect to their Commitments hereunder, or any portion thereof, by an amount which the Requisite Banks deem to be material (an "Increased Cost"), then any Bank affected by either of the foregoing shall from time to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the Borrower shall pay to the Agent for delivery to such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Cost, and the manner of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoing, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate of return realized, by such Bank and payable by Borrower pursuant to this Section 3.5 may take the form of an increase in the interest rate payable under the Loans. 3.5.4 Notwithstanding anything to the contrary contained in this section 3.5, Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that such amounts are owing, Borrower repays in full the indebtedness (including premiums, if any) giving rise to such additional amounts.

Compensation for Increased Costs. 3.5.1 In the event that after the date of this AgreementAugust 31, 1998, any introduction of change occurs in any applicable law, regulation, treaty or any change in any law, directive or the interpretation or application thereof by any court or Governmental Authority authority charged with the administration or interpretation thereof, or the compliance with any guideline condition is imposed by any authority after such date or request from any Governmental Authority change occurs in any condition imposed by any authority on or prior to such date which: (whether or not having the force of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, 1) subjects any Defaulting Bank) Lender to any tax, deduction or withholding with respect to this Agreement or any other Loan Document Tax (other than any tax incurred Tax measured by such Lender's net or gross income), or changes the basis of taxation of any payments to any Lender on account of principal of or interest on any LIBOR Loan, the Notes (to the extent the Notes evidence a LIBOR Loan) or fees in respect of such Lender's obligation to make LIBOR Loans or other amounts payable with respect to its LIBOR Loans; or (2) imposes, modifies or determines applicable any reserve, deposit or similar requirements against any assets held by, deposits with or for the account of, or loans or commitments by, any office of any Lender in connection with its LIBOR Loans to the extent the amount of which is in excess of, or was not applicable at the time of computation of, the amounts provided for in the definition of such LIBOR Rate; or (3) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines that the amount by which it or any corporation controlling it is required or expected to maintain or increase its capital is increased by, or based upon upon, the overall net income existence of this Agreement or of any such Banks)Lender's Loans or Commitments hereunder; (4) imposes upon any Lender any other condition with respect to its LIBOR Loans or its obligation to make LIBOR Loans; which, and the as a result thereof is to increase thereof, (i) increases the cost to any Lender of making or maintaining its Loans or its Commitments hereunder, or (ii) reduces the Requisite Banks, reduce the income receivable by the Requisite Banks, impose any expense upon the Requisite Banks or reduce the net amount of any payment receivable received by the Requisite Banks with any Lender in respect to their Commitments hereunderof its LIBOR Loans (whether of principal, interest, commitment fees or any portion thereof, by an amount which the Requisite Banks deem to be material (an "Increased Cost"otherwise), then any Bank affected by either of the foregoing shall from time to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the Borrower shall pay to the Agent for delivery to such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Cost, and the manner of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoing, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate of return realized, by such Bank and payable by Borrower pursuant to this Section 3.5 may take the form of an increase in the interest rate payable under the Loans. 3.5.4 Notwithstanding anything to the contrary contained in this section 3.5, Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that such amounts are owing, Borrower repays in full the indebtedness (including premiums, if any) giving rise to such additional amounts.or

Compensation for Increased Costs. 3.5.1 In the event that after the date of this Agreement, hereof any introduction of change occurs in any applicable law, regulation, treaty or any change in any law, directive or the interpretation or application thereof by any court or Governmental Authority authority charged with the administration or interpretation thereof, or any condition is imposed by any authority after the compliance with date hereof or any guideline change occurs in any condition imposed by any authority on or request from prior to the date hereof which: (1) subjects any Governmental Authority (whether or not having the force of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Bank) Lender to any tax, deduction or withholding with respect to this Agreement or any other Loan Document Tax (other than any Tax measured by such Lender’s net or gross income), or changes the basis of taxation of any payments to any Lender on account of principal of or interest on any Offshore Rate Loan, the Notes (to the extent such Note evidence a Offshore Rate Loan) or fees in respect of such Lender’s obligation to make or continue any Offshore Rate Loan or other amounts payable with respect to its Offshore Rate Loans (other than a change in the rate of tax incurred by or based upon solely on the overall net or gross income of the Lender); or (2) imposes, modifies or determines applicable any reserve, deposit or similar requirements against any assets held by, deposits with or for the account of, or loans or commitments by, any office of any Lender in connection with its Offshore Rate Loans to the extent the amount of which is in excess of, or was not applicable at the time of computation of, the amounts provided for in the definition of such Banks)Offshore Rate; or (3) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines that the amount by which it or any corporation controlling it is required or expected to maintain or increase its capital is increased by, and or based upon, the existence of this Agreement or of any Lender’s Loans or Commitments hereunder; (4) imposes upon any Lender any other condition with respect to its Offshore Rate Loans or its obligation to make or continue Offshore Rate Loans; which, as a result thereof is to increase thereof, (i) increases the cost to any Lender of making or maintaining its Loans or its Commitments hereunder, or (ii) reduces the Requisite Banks, reduce the income receivable by the Requisite Banks, impose any expense upon the Requisite Banks or reduce the net amount of any payment receivable received by the Requisite Banks with any Lender in respect to their Commitments hereunderof its Offshore Rate Loans (whether of principal, interest, commitment fees or otherwise), or (iii) requires any portion thereofLender to make any payment on or calculated by reference to the gross amount of any sum received by it in respect of its Offshore Rate Loans, in each case by an amount which the Requisite Banks deem to be material (an "Increased Cost")any such Lender in its sole judgment deems material, then and in any Bank affected by either of the foregoing shall from time to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, case the Borrower shall pay to the Agent for delivery to the account of such Bank that amount which shall compensate Lender on demand such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Cost, and the manner of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoing, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank Lender for any increased costs incurredcost, deduction or reduced rate of return realized, payment actually incurred or made by such Bank Lender. The demand for payment by such Lender shall be delivered to the Borrower and the Agent and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. The statement of any Lender as to the additional amounts payable by Borrower pursuant to this Section 3.5 may take 2.8(e) shall be binding on the form of an increase Borrower in the interest rate payable under absence of manifest error. The protection of this Section 2.8(e) shall be available to each Lender regardless of any possible contention of invalidity or inapplicability of the Loans. 3.5.4 Notwithstanding anything relevant law, regulation, treaty, directive, condition or interpretation thereof. In the event that the Borrower pays any Lender the amount necessary to compensate such Lender for any charge, deduction or payment incurred or made by such Lender as provided in this Section 2.8(e), and such charge, deduction or payment or any part thereof is subsequently returned to such Lender as a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then such Lender shall remit to the contrary contained in this section 3.5, Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that such amounts are owing, amount paid by the Borrower repays in full the indebtedness (including premiums, if any) giving rise which has actually been returned to such additional amountsLender (together with any interest actually paid to such Lender on such returned amount), less such Lender’s costs and expenses incurred in connection with such governmental regulation or any challenge made by such Lender with respect to its validity or applicability.

Compensation for Increased Costs. 3.5.1 In the event evet that after the date of this Agreement, -------------------------------- hereof any introduction of change occurs in any applicable law, regulation, treaty or any change in any law, directive or the interpretation or application thereof by any court or Governmental Authority authority charged with the administration or interpretation thereof, or any condition is imposed by any authority after the compliance with date hereof or any guideline change occurs in any condition imposed by any authority on or request from prior to the date hereof which: (i) subjects any Governmental Authority (whether or not having the force of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Bank) Lender to any tax, deduction duties or withholding other charges, or changes the basis of taxation of any payments to any Lender on account of principal of or interest on the Euro-dollar Rate Loans or CD Rate Loans or fees in respect of any Lender's obligation to make Eurodollar Rate Loans or CD Rate Loans or other amounts payable with respect to its Euro-dollar Rate Loans or CD Rate Loans (other than a change in the rate of tax based solely on the overall net or gross income of such Lender); or (ii) imposes, modifies or determines applicable any reserve, deposit or similar requirements against any assets held by, deposits with or for the account of, or loans or commitments by, any office of any Lender in connection with its CD Rate Loans or its Euro-dollar Rate Loans to the extent the amount of which is in excess of, or was not applicable at the time of computation of, the amounts provided for in the definition of Adjusted Euro-dollar Rate or Adjusted CD Rate; or (iii) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and any Lender determines the amount by which such Lender or any corporation controlling such Lender is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or of such Lender's Commitment; or (iv) imposes upon any Lender any other Loan Document condition with respect to its CD Rate or Euro-dollar Rate Loans or its obligation to make CD Rate or Euro-dollar Rate Loans; which, as a result thereof, (other than any tax incurred by or based upon the overall net income of any such Banks), and the result thereof is to increase 1) increases the cost to any Lender of making or maintaining its Loans or its Commitment hereunder, or (2) reduces the Requisite Banks, reduce the income receivable by the Requisite Banks, impose any expense upon the Requisite Banks or reduce the net amount of any payment receivable received by the Requisite Banks with any Lender in respect to their Commitments hereunderof its Euro-dollar Rate Loans or CD Rate Loans (whether of principal, interest, commitment fees or otherwise), or (3) requires any portion thereofLender to make any payment on or calculated by reference to the gross amount of any sum received by it in respect of its Euro-dollar Rate Loans or CD Rate Loans, in each case by an amount which the Requisite Banks deem to be material (an "Increased Cost")any such Lender in its sole judgment deems material, then and in any Bank affected by either of such case the foregoing shall from time to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the Borrower Borrowers shall pay to the Agent for delivery to such Bank that amount which shall compensate Lender on demand such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Cost, and the manner of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoing, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank Lender for any increased costs incurredcost, reduction or reduced rate of return realized, payment actually incurred or made by such Bank Lender. The demand for payment by any Lender shall be delivered to both the Agent and payable by Borrower pursuant the Borrowers and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or payment and the manner in which such amount has been calculated. (Such Lender will provide the Borrowers with such information as the Borrowers reasonably request in order to this Section 3.5 may take the form of an increase in the interest rate payable under the Loans. 3.5.4 Notwithstanding anything to the contrary contained in this section 3.5, Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that such amounts are owing, Borrower repays in full the indebtedness (including premiums, if any) giving rise to such additional amounts.confirm such

Compensation for Increased Costs. 3.5.1 In the event that after the -------------------------------- date of this Agreement, hereof any introduction of change occurs in any applicable law, regulation, treaty or any change in any law, directive or the interpretation or application thereof by any court or Governmental Authority authority charged with the administration or interpretation thereof, or any condition is imposed by any authority after the compliance with date hereof or any guideline change occurs in any condition imposed by any authority on or request from any Governmental Authority prior to the date hereof which: (whether or not having the force of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Banki) subjects Lender to any taxTax, deduction or withholding changes the basis of taxation of any payments to Lender on account of principal of or interest on the Fixed Rate Loans, the Revolving Note (to the extent the Revolving Note evidences Fixed Rate Loans) or fees in respect of Lender's obligation to make Fixed Rate Loans or other amounts payable with respect to its Fixed Rate Loans (other than a change in the rate of tax based solely on the overall net or gross income of Lender); or (ii) imposes, modifies or determines applicable any reserve, deposit or similar requirements against any assets held by, deposits with or for the account of, or loans or commitments by, any office of Lender in connection with its Fixed Rate Loans to the extent the amount of which is in excess of, or was not applicable at the time of computation of, the amounts provided for in the definition of the applicable Fixed Rate; or (iii) affects the amount of capital required or expected to be maintained by banks generally or corporations controlling banks and Lender determines the amount by which Lender or any corporation controlling Lender is required or expected to maintain or increase its capital is increased by, or based upon, the existence of this Agreement or the Loans or the Commitment hereunder; (iv) imposes upon Lender any other Loan Document condition with respect to the Fixed Rate Loans or the obligation to make Fixed Rate Loans; which, as a result thereof, (other than any tax incurred by or based upon the overall net income of any such Banks), and the result thereof is to increase 1) increases the cost to Lender of making or maintaining the Requisite BanksLoans or its commitment hereunder, reduce or (2) reduces the income receivable by the Requisite Banks, impose any expense upon the Requisite Banks or reduce the net amount of any payment receivable received by the Requisite Banks with Lender in respect to their Commitments hereunderof its Fixed Rate Loans (whether of principal, interest, commitment fees or otherwise), or (3) requires Lender to make any portion payment on or calculated by reference to the gross amount of any sum received by it in respect of its Fixed Rate Loans, then and in any such case Lender shall, as soon as reasonably practical after becoming aware of such event, notify Borrower thereof, by an amount which the Requisite Banks deem to be material (an "Increased Cost"), then any Bank affected by either of the foregoing shall from time to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the Borrower shall pay to Lender on demand such amount or amounts as will compensate Lender for any such increased cost, deduction or payment actually incurred or made by Lender. The demand for payment by Lender shall be delivered to the Agent for delivery to Borrower and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Costcost, reduction or payment and the manner in which such amount has been calculated. The statement of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive Lender as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoing, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate of return realized, by such Bank and payable by Borrower pursuant to this Section 3.5 may take 2.5(g) shall be prima facie evidence of the form amounts due hereunder, unless manifest error. The protection of an increase this Section 2.5(g) shall be available to Lender regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, treaty, directive, condition or interpretation thereof. In the event that the Borrower pays Lender the amount necessary to compensate Lender for any charge, deduction or payment incurred or made by Lender as provided in this Section 2.5(g), and such charge, deduction or payment or any part thereof is subsequently returned to Lender as a result of the interest rate payable under final determination of the Loans. 3.5.4 Notwithstanding anything invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then Lender shall remit to the contrary contained Borrower the amount paid by the Borrower which has actually been returned to Lender (together with any interest actually paid to Lender on such returned amount), less the percentage share of Lender's costs and expenses incurred in this section 3.5, Borrower will not be responsible for connection with such governmental regulation or any challenge made by Lender with respect to its validity or applicability that is proportionate to the additional amounts imposed under paragraphs 3.5.1 percentage that the affected Loan or 3.5.2 if within 30 days after BorrowerCommitment bears to all of Lender's receipt of written notice that such amounts are owing, Borrower repays in full the indebtedness (including premiums, if any) giving rise to such additional amountsaffected assets.

Compensation for Increased Costs. 3.5.1 In the event that after the date of this Agreement, hereof Lender shall determine in good faith that a change has occured in any introduction of any applicable law, regulation, treaty or any change in any law, directive or the interpretation or application thereof by any court or Governmental Authority authority charged with the administration or interpretation thereof, or any condition is imposed by any authority after the compliance with date hereof or any guideline change occurs in any condition imposed by any authority on or request from prior to the date hereof which affects the amount of capital required to be maintained by banks generally or corporations controlling banks and Lender determines the amount by which Lender or any Governmental Authority (whether corporation controlling Lender is required to maintain or not having increase its capital is increased by, or based upon, the force existence of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Bank) to any tax, deduction or withholding with respect to this Agreement or any other Loan Document (other than any tax incurred by of Lender's Loans or based upon the overall net income of any such Banks)Commitment hereunder; which, and the as a result thereof is to increase thereof, increases the cost to Lender of making or maintaining the Requisite Banks, reduce the income receivable by the Requisite Banks, impose any expense upon the Requisite Banks Loans or reduce the amount of any payment receivable by the Requisite Banks with respect to their Commitments hereunder, or any portion thereof, hereunder by an amount which the Requisite Banks deem to be material (an "Increased Cost")Lender in its sole judgment deems material, then and in any Bank affected by either of the foregoing shall from time to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the case Borrower shall pay to Lender on demand such amount or amounts as will compensate Lender for any increased cost actually incurred by Lender. The demand for payment by Lender shall be delivered to Borrower within a reasonable period after the Agent for delivery to additional cost is incurred or the amount received is reduced or the subject payment is made, and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Costcost, reduction or payment and the manner of calculating the same as determined by in which such Bankamount has been calculated; provided, that Borrower shall in no event be submitted by such Bank required to the Agent and Borrower and, absent manifest error, shall be conclusive as compensate Lender pursuant to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of lawthis Section 2.4(c) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoing, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate deductions or payments incurred or made by Lender more than ninety (90) days prior to the date Lender notifies Borrower thereof. The statement of return realized, by such Bank and Lender as to the additional amounts payable by Borrower pursuant to this Section 3.5 may take 2.4(c) shall be, absent a showing by Borrower of manifest or demonstrable error, conclusive evidence of the form amounts due hereunder. The protection of an increase in this Section 2.4(c) shall be available to Lender regardless of any possible contention of invalidity or inapplicability of the interest rate payable under relevant law, regulation, treaty, directive, condition or interpretation thereof. In the Loans. 3.5.4 Notwithstanding anything event that Borrower pays Lender the amount necessary to the contrary contained compensate Lender for any charge, deduction or payment incurred or made by Lender as provided in this section 3.5Section 2.4(c) and such charge, deduction or payment or any part thereof is subsequently returned to Lender as a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then Lender shall remit to Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that amount paid by Borrower which has actually been returned to Lender (together with any interest actually paid to Lender on such amounts are owing, Borrower repays in full the indebtedness (including premiums, if any) giving rise to such additional amountsreturned amount).

Compensation for Increased Costs. 3.5.1 In Subject to the provisions of subsection 2.6B (which shall be controlling with respect to the matters covered thereby), in the event after the date of this Agreementthat any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any introduction Change in Law: (i) subjects such Lender to any additional tax of any law, or any change in any law, or the interpretation or application thereof by any court or Governmental Authority charged with the administration thereof, or the compliance with any guideline or request from any Governmental Authority (whether or not having the force of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Bank) to any tax, deduction or withholding kind whatsoever with respect to this Agreement or any of its obligations hereunder or any payments to such Lender of principal, interest, fees or any other Loan Document amount payable hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender; or (iii) imposes any other condition (other than any tax incurred by with respect to Taxes) on or based upon the overall net income of any affecting such Banks), Lender or its obligations hereunder; and the result thereof of any of the foregoing is to increase the cost to the Requisite Bankssuch Lender of agreeing to make, making or maintaining its Loans or Commitments or agreeing to purchase, purchasing or maintaining any participation therein or to reduce the income any amount received or receivable by the Requisite Banks, impose any expense upon the Requisite Banks or reduce the amount of any payment receivable by the Requisite Banks such Lender with respect thereto; then, in any such case, Company shall promptly pay to their Commitments hereundersuch Lender, or any portion thereof, by an amount which the Requisite Banks deem to be material (an "Increased Cost"), then any Bank affected by either upon receipt of the foregoing shall from time statement referred to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the Borrower shall pay to the Agent for delivery to such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Cost, and the manner of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoingsubsection 2.7A, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate of return realized, by such Bank and payable by Borrower pursuant to this Section 3.5 may take (in the form of an increase increased rate of, or a different method of calculating, interest or otherwise as such Lender in the interest rate payable under the Loans. 3.5.4 Notwithstanding anything its reasonable discretion shall determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Company shall not be required to compensate a Lender pursuant to this subsection 2.6A for any increased cost or reduction in respect of a period occurring more than nine months prior to the contrary contained date on which such Lender notifies Company of such Change in this section 3.5Law and such Lender’s intention to claim compensation therefor, Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that such amounts are owing, Borrower repays in full the indebtedness (including premiumsexcept, if any) the Change in Law giving rise to such additional amountsincreased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender requests compensation within nine months from the date on which the applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. 3.5.1 In Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event after that any Lender (including any Issuing Lender) shall reasonably determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law: (i) imposes, modifies or holds applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the date of this Agreementaccount of, any introduction of any lawor advances or loans by, or other credit extended by, or any change in any law, or the interpretation or application thereof by any court or Governmental Authority charged with the administration thereof, or the compliance with any guideline or request from any Governmental Authority (whether or not having the force other acquisition of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, howeverfunds by, any Defaulting Bank) to any tax, deduction or withholding with respect to this Agreement or any other Loan Document office of such Lender (other than any tax incurred by such reserve or based upon other requirements with respect to Eurodollar Rate Loans that are reflected in the overall net income definition of Eurodollar Rate); or (ii) imposes any other condition (other than with respect to Taxes) on or affecting such Banks), Lender or its obligations hereunder or the interbank Eurodollar market; and the result thereof of any of the foregoing is to increase the cost to the Requisite Bankssuch Lender of agreeing to make, making or maintaining its Loans or Commitments or agreeing to issue, issuing or maintaining any Letter of Credit or agreeing to purchase, purchasing or maintaining any participation therein or to reduce the income any amount received or receivable by the Requisite Banks, impose any expense upon the Requisite Banks or reduce the amount of any payment receivable by the Requisite Banks such Lender with respect thereto; then, in any such case, Company shall promptly pay to their Commitments hereundersuch Lender, or any portion thereof, by an amount which the Requisite Banks deem to be material (an "Increased Cost"), then any Bank affected by either upon receipt of the foregoing shall from time statement referred to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the Borrower shall pay to the Agent for delivery to such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Cost, and the manner of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoingsubsection 2.8A, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate of return realized, by such Bank and payable by Borrower pursuant to this Section 3.5 may take (in the form of an increase increased rate of, or a different method of calculating, interest or otherwise as such Lender shall reasonably determine) as may be necessary to compensate such Lender for any such increased cost or reduction in the interest rate payable under the Loans. 3.5.4 Notwithstanding anything amounts received or receivable hereunder. Company shall not be required to compensate a Lender pursuant to this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than ninety (90) days prior to the contrary contained date on which such Lender notifies Company of such Change in this section 3.5Law and such Lender’s intention to claim compensation therefor, Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that such amounts are owing, Borrower repays in full the indebtedness (including premiumsexcept, if any) the Change in Law giving rise to such additional amountsincreased cost or reduction is retroactive, no such time limitation shall apply to such retroactive period so long as such Lender requests compensation within ninety (90) days from the date on which the applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. 3.5.1 In Subject to the provisions of subsection 2.7B (which shall be controlling with respect to the matters covered thereby), in the event after the date of this Agreementthat any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any introduction Change in Law: (i) subjects such Lender to any additional tax of any law, or any change in any law, or the interpretation or application thereof by any court or Governmental Authority charged with the administration thereof, or the compliance with any guideline or request from any Governmental Authority (whether or not having the force of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Bank) to any tax, deduction or withholding kind whatsoever with respect to this Agreement or any of its obligations hereunder (including with respect to maintaining any Commitment hereunder) or any payments to such Lender of principal, interest, fees or any other Loan Document amount payable hereunder (except for the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); (ii) imposes, modifies or holds applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any tax incurred by such reserve or based upon other requirements with respect to Eurodollar Rate Loans that are reflected in the overall net income definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to Taxes) on or affecting such Banks), Lender or its obligations hereunder or the interbank Eurodollar market; and the result thereof of any of the foregoing is to increase the cost to the Requisite Bankssuch Lender of agreeing to make, reduce the income receivable by the Requisite Banksmaking or maintaining its Loans or Commitments; then, impose in any expense such case, Borrowers shall promptly pay to such Lender, upon the Requisite Banks or reduce the amount of any payment receivable by the Requisite Banks with respect to their Commitments hereunder, or any portion thereof, by an amount which the Requisite Banks deem to be material (an "Increased Cost"), then any Bank affected by either receipt of the foregoing shall from time statement referred to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the Borrower shall pay to the Agent for delivery to such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Cost, and the manner of calculating the same as determined by such Bank, shall be submitted by such Bank to the Agent and Borrower and, absent manifest error, shall be conclusive as to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of law) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoingsubsection 2.8A, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate of return realized, by such Bank and payable by Borrower pursuant to this Section 3.5 may take (in the form of an increase increased rate of, or a different method of calculating, interest or otherwise as such Lender in the interest rate payable under the Loans. 3.5.4 Notwithstanding anything its sole discretion shall determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Borrowers shall not be required to compensate a Lender pursuant to this subsection 2.7A for any increased cost or reduction in respect of a period occurring more than nine months prior to the contrary contained date on which such Lender notifies Parent of such Change in this section 3.5Law and such Lender’s intention to claim compensation therefor, Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that such amounts are owing, Borrower repays in full the indebtedness (including premiumsexcept, if any) the Change in Law giving rise to such additional amountsincreased cost or reduction is retroactive, no such time limitation shall apply so long as such Lender requests compensation within nine months from the date on which the applicable Government Authority informed such Lender of such Change in Law.

Compensation for Increased Costs. 3.5.1 In the event that after the date of this Agreement, hereof Lender shall determine in good faith that a change has occurred in any introduction of any applicable law, regulation, treaty or any change in any law, directive or the interpretation or application thereof by any court or Governmental Authority authority charged with the administration or interpretation thereof, or any condition is imposed by any authority after the compliance with date hereof or any guideline change occurs in any condition imposed by any authority on or request from prior to the date hereof which affects the amount of capital required to be maintained by banks generally or corporations controlling banks and Lender determines the amount by which Lender or any Governmental Authority (whether corporation controlling Lender is required to maintain or not having increase its capital is increased by, or based upon, the force existence of law), which has the effect of subjecting the Requisite Banks (which for purposes of this Section 3.5 means Banks whose aggregate Share of the Total Commitment exceeds 66-2/3%, excluding from both the numerator and denominator, however, any Defaulting Bank) to any tax, deduction or withholding with respect to this Agreement or any other Loan Document (other than any tax incurred by of Lender’s Loans or based upon the overall net income of any such Banks)Commitment hereunder; which, and the as a result thereof is to increase thereof, increases the cost to Lender of making or maintaining the Requisite Banks, reduce the income receivable by the Requisite Banks, impose any expense upon the Requisite Banks Loans or reduce the amount of any payment receivable by the Requisite Banks with respect to their Commitments hereunder, or any portion thereof, hereunder by an amount which the Requisite Banks deem to be material (an "Increased Cost")Lender in its sole judgment deems material, then and in any Bank affected by either of the foregoing shall from time to time notify the Agent and Borrower thereof by delivery of a certificate of an officer of such Bank of the nature described in the next sentence (an "Increased Cost Notice"), and, subject to paragraph 3.5.4 below, the case Borrower shall pay to Lender on demand such amount or amounts as will compensate Lender for any increased cost actually incurred by Lender. The demand for payment by Lender shall be delivered to Borrower within a reasonable period after the Agent for delivery to additional cost is incurred or the amount received is reduced or the subject payment is made, and shall state the subjection or change which occurred or the reserve or deposit requirements or other conditions which have been imposed upon Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such Bank that amount which shall compensate such Bank (on an after tax basis) for such Increased Cost. A certificate setting forth in reasonable detail such Increased Costcost, reduction or payment and the manner of calculating the same as determined by in which such Bankamount has been calculated; provided, that Borrower shall in no event be submitted by such Bank required to the Agent and Borrower and, absent manifest error, shall be conclusive as compensate Lender pursuant to the correctness of the amount of the Increased Cost (provided that such determination be made reasonably and in good faith). 3.5.2 If the Requisite Banks shall have determined that the introduction of or any change in any applicable 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 compliance by the Requisite Banks with any request or directive regarding capital adequacy (whether or not having the force of lawthis Section 2.4(c) or any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Requisite Banks' capital as a consequence of its obligations hereunder, its commitment hereunder, or the transactions contemplated hereby to a level below that which the Requisite Banks could have achieved but for such adoption, change or compliance by an amount deemed by the Requisite Banks to be material, then the Borrower shall, subject to paragraph 3.5.4, pay to the Agent for delivery to each Bank affected by the foregoing, such additional amount or amounts determined by such Bank as will compensate such Bank for such reduced rate of return. 3.5.3 Borrower acknowledges that compensation to any Bank for any increased costs incurred, or reduced rate deductions or payments incurred or made by Lender more than ninety (90) days prior to the date Lender notifies Borrower thereof. The statement of return realized, by such Bank and Lender as to the additional amounts payable by Borrower pursuant to this Section 3.5 may take 2.4(c) shall be, absent a showing by Borrower of manifest or demonstrable error, conclusive evidence of the form amounts due hereunder. The protection of an increase in this Section 2.4(c) shall be available to Lender regardless of any possible contention of invalidity or inapplicability of the interest rate payable under relevant law, regulation, treaty, directive, condition or interpretation thereof. In the Loans. 3.5.4 Notwithstanding anything event that Borrower pays Lender the amount necessary to the contrary contained compensate Lender for any charge, deduction or payment incurred or made by Lender as provided in this section 3.5Section 2.4(c) and such charge, deduction or payment or any part thereof is subsequently returned to Lender as a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then Lender shall remit to Borrower will not be responsible for the additional amounts imposed under paragraphs 3.5.1 or 3.5.2 if within 30 days after Borrower's receipt of written notice that amount paid by Borrower which has actually been returned to Lender (together with any interest actually paid to Lender on such amounts are owing, Borrower repays in full the indebtedness (including premiums, if any) giving rise to such additional amountsreturned amount).