Common use of Additional Costs, Etc Clause in Contracts

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, such Bank's Revolving Credit Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks or the Agent with respect to similar loans), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment ’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit ’s Commitment forms a part, ; and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, ’s Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit ’s Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made within thirty (30) days after notice by the Agent or such Bank or (as the case may be) such notice to be given promptly by the Agent or such Bank upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.7, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take , provided that such Bank or the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7Agent is generally imposing similar charges on its other similarly situated borrowers.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall: (a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Lender’s Commitment or the Loans Term Loan (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans the Term Loan or any other amounts payable to any Bank or the Agent or any Lender under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the LoansTerm Loan, such Bank's Revolving Credit Commitment Lender’s Commitment, or any class of loans, letters of credit loans or commitments of which any portion of the Loans Term Loan or such Bank's Revolving Credit Lender’s Commitment forms a part, ; and the result of any of the foregoing is (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Term Loan or such Bank's Revolving Credit Lender’s Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Lender’s Commitment or any of the LoansTerm Loan, or (iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent or such Lender (such demand to be made promptly by the Agent or such Lender upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, provided that such Lender or the Agent is generally imposing similar charges on its other similarly situated borrowers. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring Agent shall provide the Borrower to pay additional costs incurred under this Section 6.7with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.

Additional Costs, Etc. If any change to any present law or any future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Loans Loan (other than taxes based upon or measured by the income or profits of such Bank or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on all or any Loans portion of the Loan or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the LoansLoan, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which all or any portion of the Loans Loan or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loan or such Bank's Revolving Credit Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Commitment or any of the LoansLoan, or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 ; provided, that with respect to replace any Bank requiring -------- payments required pursuant to ss.3.6(c), the Borrower shall not be required to pay such additional costs incurred under this Section 6.7amounts if the Obligations are repaid in full within 180 days following such demand.

Additional Costs, Etc. If any change to any present law or any future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take ; provided, -------- that with respect to payments required pursuant to ss.5.6(c), the actions permitted by Section 6.12 to replace any Bank requiring the Borrower Borrowers shall not be required to pay such additional costs incurred under this Section 6.7amounts if the Obligations are repaid in full within 180 days following such demand, and from and after such time, no Letters of Credit are outstanding, the Banks have no further obligations to make Loans hereunder and the Administrative Agent has no further obligations to issue, extend or renew any Letters of Credit hereunder.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court with proper jurisdiction or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Revolving Credit Loans or such Bank's Revolving Credit Commitment, Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The sum provided that the Borrower may take the actions permitted by Section 6.12 shall not be liable to replace any Bank requiring or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such demand for payment from such Bank or, as the case may be, the Agent, unless such costs were incurred prior to pay additional costs incurred under this Section 6.7such ninety (90) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such ninety (90) day period and such Bank or, as the case may be, the Agent, has given notice to the Borrower of the effectiveness of such law within ninety (90) days after the effective date thereof.

Additional Costs, Etc. If any change to in any present applicable law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit loans or commitments of which any of the Revolving Credit Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank by an amount which such Bank deems to be material of making, funding, issuing, renewing, extending or maintaining any of the Loans, Revolving Credit Loans or such Bank's Revolving Credit Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Commitment or any of the Revolving Credit Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as receipt of the case may be) the Agent at any time and from time certificate referred to time and as often as the occasion therefor may arisein ss.4.10 hereof, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change Notwithstanding anything herein to the contrary, if any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Lender’s Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Bank Lender or the AgentAgent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profitsprofits or its franchise tax) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrowers hereunder) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Lender’s Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such Bank's Revolving Credit Lender’s Commitment forms a part, ; and the result of any of the foregoing is: (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Lender’s Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank any Lender or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Lender’s Commitment or any of the Loans, or (iii) to require such Bank any Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon within fifteen (15) days of demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower Each Lender and the Agent in determining such amounts may take use any reasonable averaging and attribution methods generally applied by such Lender or the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7Agent.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank, any Issuing Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank, any Issuing Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank, Issuing Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank, any Issuing Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank, any Issuing Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is: (i) to increase the cost to any Bank or any Issuing Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit or any of the Loans, oror 50 -42- (iii) to require such Bank, such Issuing Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank, such Issuing Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within ten (10) Business Days following demand made by such Bank, such Issuing Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank, such Issuing Bank or the Agent such additional amounts as will be sufficient to compensate such Bank, such Issuing Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change to in any present applicable law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: : (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment Commitment(s) or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Commitment(s), or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, Commitment(s) or any Letter of Credit, or or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit CommitmentCommitment(s), any Letter of Credit or any of the Loans, or or (iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take shall not be obligated to compensate a Bank or the actions permitted Agent pursuant to this Section 5.6 for any amounts incurred by Section 6.12 such Bank or the Agent more than ninety (90) days prior to replace any Bank requiring such Bank's or the Agent's written request to the Borrower to for such compensation, unless such amount results from an applicable law which is applied retroactively, in which case the Borrower shall pay additional costs such amounts incurred under this Section 6.7from the time of the effectiveness of such applicable law.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender (except any reserve requirement reflected in the Eurocurrency Rate), or (d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Lender’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Bank's Revolving Credit Lender’s Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Lender’s Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Lender’s Commitment or any of the Loans, or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within thirty (30) days of demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any introduction, adoption or change to after the Initial Closing Date in any present applicable law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Revolving Credit Commitment Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such BankLender's Revolving Credit Commitment forms a part, ; and the result of any of the foregoing is (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such BankLender's Revolving Credit Commitment, or any Letter of Credit, or37 (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Revolving Credit Commitment, any Letter of Credit Commitment or any of the Loans, or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional reasonable amounts as will such Lender or the Administrative Agent shall determine in good faith and certify in a notice to the Borrowers in reasonable detail to be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take ; PROVIDED, HOWEVER, that the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred Borrowers shall not be required under this Section 6.74.8 to reimburse any Lender or the Administrative Agent for incremental additions to administrative overhead and other similar internal costs of regulatory compliance. Each Lender and the Administrative Agent shall allocate the additional costs, reductions, payments or foregone interest or other sums for which it is entitled to compensation under this Section 4.8 among its customers in good faith and on an equitable basis.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other 44 amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such BankLender's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such BankLender's Revolving Credit Commitment, Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego forgo any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone forgone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone forgone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such BankLender's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such BankLender's Revolving Credit Commitment, Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego forgo any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone forgone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone forgone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit or participations therein, such Bank's Revolving Credit Commitment or the Loans or participations therein (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued byby or participated in, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is: (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, Commitment or any Letter of CreditCredit or participations therein, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit or any of the LoansLoans or any participations therein, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take sum (after such Bank shall have allocated the actions permitted by Section 6.12 to replace same fairly and equitably among all customers of any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7class generally affected thereby).

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject a. Subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Loan Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or (b) materially b. Materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Loan Agreement or any of the other Loan Documents, or (c) impose c. Impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Loan Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose d. Impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Loan Agreement, the other Loan Documents, any Letters of Creditsuch Lender's Commitment, the Loans, such Bank's Revolving Credit Commitment or any class of loans, letters of credit or commitments of which any of the Loans or such BankLender's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) I. to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such BankLender's Revolving Credit Commitment, or any Letter of Credit, or (ii) II. to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or (iii) III. to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made hereunder by an amount deemed material by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.Lender,

Additional Costs, Etc. If any change to in any present applicable law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit credit, or commitments of which any of the Revolving Credit Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank by an amount which such Bank deems to be material of making, funding, issuing, renewing, extending or maintaining any of the Loans, Revolving Credit Loans or such Bank's Revolving Credit Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Commitment or any of the Revolving Credit Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by receipt of the certificate referred to in ss.4.9 from such Bank or (or, as the case may be) , the Agent Agent, at any time and from time to time and as often as the occasion therefor thereof may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change Notwithstanding anything herein to the contrary, if any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) 1. subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentAgent or its franchise tax), or (b) 2. materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) 3. impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) 4. impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, ; and the result of any of the foregoing is (i) a. to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, or any Letter of Credit, or (ii) b. to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Commitment or any of the Loans, or (iii) c. to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower Each Bank and the Agent in determining such amounts may take use any reasonable averaging and attribution methods, generally applied by such Bank or the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7Agent.

Additional Costs, Etc. If any future applicable, or any change to in the application or interpretation of any present law or any future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall: (a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, Americas 91904575 (2K) such Bank's Revolving Credit Commitment ’s Commitment, or the Loans (other than taxes based upon or measured Indemnified Taxes and Other Taxes covered by the income or profits of such Bank or the AgentSection 4.11 and Excluded Taxes), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documentsimpose, or (c) impose or increase increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (dc) impose on any Bank or the Administrative Agent any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment ’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Bank's Revolving Credit ’s Commitment forms a part, and the result of any of the foregoing is: (i) to increase by an amount deemed by such Bank to be material with respect to the cost to any Bank of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans, Loans or such Bank's Revolving Credit ’s Commitment, or any Letter of Credit, or (ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Revolving Credit ’s Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or Reimbursement Obligation or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to such Bank or the Administrative Agent hereunder, in any case the amount of which payment or foregone interest or Reimbursement Obligation or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or (as the case may be) the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or Reimbursement Obligation or other sum. The Borrower may take Subject to the actions permitted by terms specified above in this Section 6.12 to replace any Bank requiring 4.6, the Borrower to pay additional costs incurred obligations of the Borrowers under this Section 6.74.6 shall survive repayment of the Loans and termination of the Commitments.

Additional Costs, Etc. If any change Notwithstanding anything herein to the contrary, if any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Bank Lender or the AgentAgent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profitsprofits or its franchise tax) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Revolving Credit Commitment Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such BankLender's Revolving Credit Commitment forms a part, ; and the result of any of the foregoing is: (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, or such BankLender's Revolving Credit Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank any Lender or the Agent hereunder on account of such BankLender's Revolving Credit Commitment, any Letter of Credit Commitment or any of the Loans, or (iii) to require such Bank any Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower Each Lender and the Agent in determining such amounts may take use any reasonable averaging and attribution methods generally applied by such Lender or the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7Agent.

Additional Costs, Etc. If any change to any present law or any future applicable law, --------------------- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Agent or any Bank or the Agent by any central bank or other fiscal, monetary or other governmental authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, duty charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Revolving Credit Loans or Competitive Bid Advances (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes change in taxes on income or profits) of payments to any Bank or the Agent of the principal of or the interest on any Loans Revolving Credit Loan or Competitive Bid Advance or any other amounts payable to the Agent or any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any LIBOR Rate Reserve, special depositdeposits, reserveother reserves, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any the Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, the Revolving Credit Commitment Loans, the Competitive Bid Advances, or any class of loans, letters of credit loans or commitments of which any of the Revolving Credit Loans or such Bank's Revolving Credit Commitment Competitive Bid Advances forms a part, and the result of any of the foregoing is: (i) to increase the cost (excluding, however, any administration or bank overhead cost) to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Revolving Credit Loans or Competitive Bid Advances or such Bank's Revolving Credit Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Commitment or any of the LoansRevolving Credit Loans or Competitive Bid Advances, or (iii) to require the Agent or such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, hereunder the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Agent or such Bank or the Agent such additional amounts as will be sufficient to compensate the Agent or such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if after the date hereof any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, directives and instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters such Lender’s Commitment, a Letter of Credit, such Bank's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Bank Lender or the AgentAgent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profitsprofits or its franchise tax) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrowers hereunder) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Lender’s Commitment, a Letter of Credit Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such Bank's Revolving Credit Lender’s Commitment forms a part, ; and the result of any of the foregoing is: (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Bank's Revolving Credit Lender’s Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank any Lender or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Lender’s Commitment or any of the LoansLoans or the Letters of Credit, or (iii) to require such Bank any Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower willBorrowers will (and as to clauses (a) and (b) above, upon subject to the provisions of Section §4.4), within thirty (30) days of demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take For the actions permitted avoidance of doubt, the provisions of this §4.9 shall not apply with respect to Taxes, which shall be governed by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7§4.4(b) and §4.4(c).

Additional Costs, Etc. If any change Notwithstanding anything herein to the contrary, if any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Lender’s Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Bank Lender or the AgentAgent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profitsprofits or its franchise tax) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Lender’s Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such Bank's Revolving Credit Lender’s Commitment forms a part, ; and the result of any of the foregoing is: (i) to increase the cost to any Bank of making, funding, issuingLender of, renewing, extending or maintaining any of the Loans, or such Bank's Revolving Credit Lender’s Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank any Lender or the Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Lender’s Commitment or any of the Loans, or (iii) to require such Bank any Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower Each Lender and the Agent in determining such amounts may take use any reasonable averaging and attribution methods generally applied by such Lender or the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7Agent.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and applicable interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or (d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Lender’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Lender’s Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, Lender’s Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Revolving Credit Lender’s Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment Commitments or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income income, profits or profitsfranchise taxes) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Commitments, or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment Commitments forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, Loans or such Bank's Revolving Credit Commitment, or any Letter of CreditCommitments, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Revolving Credit CommitmentCommitments, any Letter of Credit or any of the Loans, or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower hereunder, 70 -61- then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.

Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any the Letters of Credit, such Bank's Revolving Credit Commitment Commitment, or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or (d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Revolving Credit Commitment Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is: (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, any Letters of Credit, or such Bank's Revolving Credit Commitment, or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Revolving Credit Commitment, any Letter of Credit Credit, or any of the Loans, or (iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from any of the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation Obligations or other sum. The Borrower may take For purposes of this SECTION 5.5, the actions permitted by Section 6.12 to replace any Bank requiring term "Bank" shall include the Borrower to pay additional costs incurred under this Section 6.7Issuing Bank.