THIS CREDIT AGREEMENT,
THE REVOLVING CREDIT NOTE AND/OR L/C REIMBURSEMENT OBLIGATIONS SHALL BE MADE
WITHOUT SET-OFF, COUNTERCLAIM, RECOUPMENT OR DEFENSE OF ANY KIND AND IN SUCH
AMOUNTS AS MAY BE NECESSARY IN ORDER THAT ALL SUCH PAYMENTS, AFTER DEDUCTION OR
WITHHOLDING FOR OR ON ACCOUNT OF ANY FUTURE TAXES, LEVIES, IMPOSTS, DUTIES OR
OTHER CHARGES OF WHATSOEVER NATURE IMPOSED BY THE UNITED STATES OR ANY
GOVERNMENTAL AUTHORITY, OTHER THAN FRANCHISE TAXES OR ANY TAX ON OR MEASURED BY
THE GROSS RECEIPTS OR OVERALL NET INCOME OF ANY LENDER PURSUANT TO THE INCOME
TAX LAWS OF THE UNITED STATES OR ANY STATE, OR THE JURISDICTION WHERE EACH
LENDER'S PRINCIPAL OFFICE IS LOCATED (COLLECTIVELY "TAXES"), SHALL NOT BE LESS
THAN THE AMOUNTS OTHERWISE SPECIFIED TO BE PAID UNDER THIS CREDIT AGREEMENT AND
THE REVOLVING CREDIT NOTE.
A CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS PAYABLE
TO THE LENDERS UNDER THIS SECTION 2.10 SUBMITTED TO THE BORROWERS BY THE LENDERS
SHALL SHOW IN REASONABLE DETAIL AN ACCOUNTING OF THE AMOUNT PAYABLE AND THE
CALCULATIONS USED TO DETERMINE IN GOOD FAITH SUCH AMOUNT AND SHALL BE CONCLUSIVE
ABSENT MANIFEST OR DEMONSTRABLE ERROR.
ANY AMOUNTS PAYABLE BY THE BORROWERS
UNDER THIS SECTION 2.10 WITH RESPECT TO PAST PAYMENTS SHALL BE DUE WITHIN TEN
(10) DAYS FOLLOWING RECEIPT BY THE BORROWERS OF SUCH CERTIFICATE FROM THE
LENDERS; ANY SUCH AMOUNTS PAYABLE WITH RESPECT TO FUTURE PAYMENTS SHALL BE DUE
WITHIN TEN (10) DAYS AFTER DEMAND WITH SUCH FUTURE PAYMENTS.
WITH RESPECT TO
EACH DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF ANY TAXES, THE BORROWERS
SHALL PROMPTLY FURNISH TO THE LENDERS SUCH CERTIFICATES, RECEIPTS AND OTHER
DOCUMENTS AS MAY BE REQUIRED (IN THE REASONABLE JUDGMENT OF THE LENDERS) TO
ESTABLISH ANY TAX CREDIT TO WHICH THE LENDERS MAY BE ENTITLED.
SECTION 2.12.
INCREASED COSTS.
IF AFTER THE DATE HEREOF THE ADOPTION
OF, OR ANY CHANGE IN, ANY APPLICABLE LAW, RULE OR REGULATION (INCLUDING WITHOUT
LIMITATION REGULATION D OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
AND ANY SUCCESSOR THERETO), 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 ANY LENDER WITH ANY FUTURE
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REQUEST OR FUTURE DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH
GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY:
A.
SHALL SUBJECT ANY LENDER TO ANY TAX, DUTY OR OTHER CHARGE WITH
RESPECT TO THE CREDIT FACILITY AND/OR THE REVOLVING CREDIT NOTE OR SUCH LENDER'S
OBLIGATION TO MAKE ANY FUNDING OF THE CREDIT FACILITY, OR SHALL CHANGE THE BASIS
OF TAXATION OF PAYMENTS TO SUCH LENDER OF THE PRINCIPAL OF, OR INTEREST ON, THE
CREDIT FACILITY OR ANY OTHER AMOUNTS DUE UNDER THE REVOLVING CREDIT NOTE IN
RESPECT OF THE CREDIT FACILITY OR SUCH LENDER'S OBLIGATION TO FUND THE CREDIT
FACILITY (EXCEPT FOR CHANGES IN THE RATE OF TAX ON THE OVERALL NET INCOME OF
SUCH LENDER IMPOSED BY THE UNITED STATES OR ANY GOVERNMENTAL AUTHORITY PURSUANT
TO