Common use of Taxes, Reserves and Other Conditions Clause in Contracts

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Document (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of such Lender by the federal government or other jurisdiction in which it maintains its principal office); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender of making, renewing or maintaining such Lender’s loans hereunder by an amount deemed material by such Lender in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgment, the Company agrees to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any Lender exercises its rights pursuant to this Section 7.13, and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company by such Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax imposed on the overall net income of such Lender by the federal government or other jurisdiction in which it maintains its principal officeLender); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender of making, renewing or maintaining such Lender’s loans Revolving Loans hereunder by an amount deemed material by such Lender in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans Revolving Loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgment, the Company agrees Companies agree to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 8.11 and the calculation thereof, when delivered to the CompanyCompanies, shall be conclusive and binding on the Company Companies absent manifest error. In the event any Lender exercises its rights pursuant to this Section 7.138.11, and subsequent thereto determines that the amounts paid by the Company Companies in whole or in part exceeded the amount which such Lender actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company Companies by such Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any the Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such the Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such the Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Loan Document (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of such the Lender by the federal government or other jurisdiction in which it maintains its principal office); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such the Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such the Lender of making, renewing or maintaining such the Lender’s loans loan hereunder by an amount deemed material by such the Lender in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that such the Lender deems to be material in the exercise of its reasonable business judgmentjudgment (except reductions for taxes imposed on or measured by the Lender’s overall net income (however denominated), and franchise taxes imposed upon it (in lieu of net income taxes), by any governmental authority), the Company agrees to pay to such the Lender, no later than five (5) days following demand by such the Lender, such additional amount or amounts as will compensate such the Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any the Lender setting forth such amount or amounts as shall be necessary to compensate such the Lender with respect to this Section 7.13 8.6 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any the Lender exercises its rights pursuant to this Section 7.138.6, and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount which the Lender actually required to compensate such the Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company by such the Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.

Taxes, Reserves and Other Conditions. In the event that any --------------------------------------- applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT (or by any Lender financial institution that purchases from CIT a participation in the loans made by CIT to the Companies hereunder) with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject CIT or such Lender financial institution to any tax of any kind whatsoever (including without limitation any withholding taxes) with respect to this Financing Agreement or the other Loan Documents, or change the basis of taxation of payments to CIT or such Lender financial institution of principal, fees, interest or any other amount payable hereunder or under any of the other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of CIT or such Lender financial institution by the federal government or other jurisdiction in which it maintains its principal office); (b) impose impose, modify or require hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such Lender financial institution by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on CIT or such Lender financial institution any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender CIT of making, renewing or maintaining such Lender’s CIT's loans hereunder (or the cost to such financial institution in participating in such loans) by an amount deemed material by CIT or such Lender financial institution in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that CIT or such Lender financial institution deems to be material in the exercise of its reasonable business judgment, the Company agrees Companies agree to pay to such LenderCIT, no later than five (5) days following demand by such LenderCIT, such additional amount or amounts as will compensate CIT or such Lender financial institution for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such Lender financial institution with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the CompanyCompanies, shall be conclusive and binding on the each Company absent manifest error. In the event any Lender CIT or such financial institution exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company Companies in whole or in part exceeded the amount which CIT or such financial institution actually required to compensate CIT or such Lender financial institution for any increase in cost or reduction in payment, such excess shall be returned to the Company Companies by CIT or such financial institution, as the case may be. Notwithstanding any other provisions contained in this Financing Agreement, CIT hereby acknowledges and agrees that CIT (excluding the Canadian Lender. In no case shall ) will not sell a participation in the Agent loans made by CIT (excluding the Canadian Lender) to the Companies hereunder to any financial institution that is not a "United States person" (within the meaning of Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended), or not otherwise entitled to an exemption from withholding tax on all or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence portion of the reduction in return giving rise payments to an obligation by the Company under this Section 7.13be made hereunder.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT (or by any Lender financial institution that purchases from CIT a participation in the loans made by CIT to the Company hereunder) with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject CIT or such Lender financial institution to any tax of any kind whatsoever with respect to this Financing Agreement or the other Loan Documents, or change the basis of taxation of payments to CIT or such Lender financial institution of principal, fees, interest or any other amount payable hereunder or under any of the other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of CIT or such Lender financial institution by the federal government or other jurisdiction in which it maintains its principal office); (b) impose impose, modify or require hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such Lender financial institution by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on CIT or such Lender financial institution any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender CIT of making, renewing or maintaining such LenderCIT’s loans hereunder (or the cost to such financial institution in participating in such loans) by an amount deemed material by CIT or such Lender financial institution in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that CIT or such Lender financial institution deems to be material in the exercise of its reasonable business judgment, the Company agrees to pay to such LenderCIT, no later than five (5) days following demand by such LenderCIT, such additional amount or amounts as will compensate CIT or such Lender financial institution for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such Lender financial institution with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any Lender CIT or such financial institution exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount which CIT or such financial institution actually required to compensate CIT or such Lender financial institution for any increase in cost or reduction in payment, such excess shall be returned to the Company by CIT or such Lender. In no financial institution, as the case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13may be.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Loan Document (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of such Lender by the federal government or other jurisdiction in which it maintains its principal office); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender of making, renewing or maintaining such Lender’s loans hereunder by an amount deemed material by such Lender in the exercise of its their reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgment, the Company agrees Companies agree to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate The reasonable determination of any Lender setting forth such of the amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 8.13 and the calculation thereof, when set forth in a written notice and delivered to the CompanyCompanies, shall be conclusive and binding on the Company absent manifest errorCompanies. In the event any Lender exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company Companies in whole or in part exceeded the amount which such Lender actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company Companies by such Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.

Taxes, Reserves and Other Conditions. In (a) Notwithstanding anything herein to the contrary, in the event that of any change in any applicable law, treaty or governmental regulation, regulation or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (ai) subject such Lender to any tax Tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Loan Document (except for federal income taxes measured by or state income or franchise taxes or changes in the rate of tax on imposed upon the overall net income of such Lender imposed by the federal government jurisdiction under the laws of which such Lender is organized or other any political subdivision or taxing authority thereof or therein (including changes in the rate of such Taxes), or any Taxes imposed as a result of a present or former connection between such Lender and the jurisdiction in which it maintains its principal officeimposing such Tax or any political subdivision thereof or therein); (bii) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (ciii) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (ix) increase the cost to such Lender of making, renewing or maintaining such Lender’s 's loans hereunder by an amount deemed material by such Lender in the exercise of its reasonable business judgment, or (iiy) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgment, the Company agrees to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 6.12 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any Lender exercises its rights pursuant to this Section 7.136.12, and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount which such Lender actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company by such Lender. In no case shall . (b) Each Lender agrees that, upon the Agent or occurrence of any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return event giving rise to an obligation the operation of paragraph (a) of this Section 6.12 with respect to such Lender, it will, if requested by the Company and to the extent permitted by law or by the relevant governmental authority, endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event (including, without limitation, endeavoring to change its lending office); provided, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. If any Lender requests compensation from the Company under this Section 7.136.12, the Company may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender thereafter to make or continue loans of the type with respect to which such compensation is requested, or to convert loans of any other type into loans of such type, until the requirement of law giving rise to such request ceases to be in effect, provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) Each Lender (and in case of an assignee, on the date it becomes a Lender) that is not a United States Person (as defined in Section 7701(a)(30) of the Code) for federal income tax purposes that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Company is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Company (with a copy to the Agent), at the time or times prescribed by applicable law or reasonably requested by the Company or the Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Company or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Agent as will enable the Company or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. (d) Without limiting the generality of the foregoing, in the event that the Company is resident for tax purposes in the United States, any such foreign Lender shall deliver to the Company and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Agent, but only if such Lender is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (ii) duly completed copies of Internal Revenue Service Form W-8ECI; (iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not (x) a "bank" within the meaning of section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of the Company within the meaning of section 881(c)(3)(B) of the Code, or (z) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Company to determine the withholding or deduction required to be made. Notwithstanding any provision of this Section 6.12 to the contrary, the Company shall have no obligation to pay any amount to or for the account of any Lender on account of any Taxes pursuant to this Section 6.12, to the extent that such amount results from (i) the failure of any Lender to deliver to the Company and the Agent (x) Internal Revenue Service Form W-8BEN claiming eligibility for complete exemption from United States withholding tax, as of the date it becomes a Lender, under an income tax treaty to which the United States is a party, (y) the documents described in Section 6.12(d)(ii) or 6.12(d)(iii), or (z) a form described in Section 6.12(d)(iv) if it provides a basis for claiming a complete exemption from United States withholding tax as of the date it becomes a Lender, (ii) any representation or warranty made or deemed to be made by any Lender pursuant to this Section 6.12(d) proving to have been incorrect, false or misleading in any material respect when so made or deemed to be made or (iii) any Regulatory Change or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other governmental authority, the effect of which would be to subject to any Taxes any payment made pursuant to this Financing Agreement to any Lender that delivered the documents described in Section 6.12(d)(iii), which payment would not be subject to such Taxes if such Lender, on the date it became a Lender, were eligible to deliver, and had actually delivered, documents described in Section 6.12(d)(i), 6.12(d)(ii) or 6.12(d)(iv) to the extent such documents would have reduced or eliminated United States withholding tax.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT (or by any Lender financial institution that purchases from CIT a participation in the loans made by CIT to the Company hereunder) with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject CIT or such Lender financial institution to any tax of any kind whatsoever with respect to this Financing Agreement or the other Loan Documents, or change the basis of taxation of payments to CIT or such Lender financial institution of principal, fees, interest or any other amount payable hereunder or under any of the other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of CIT or such Lender financial institution by the federal government or other jurisdiction in which it maintains its principal office); (b) impose impose, modify or require hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such Lender financial institution by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on CIT or such Lender financial institution any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender CIT of making, renewing or maintaining such LenderCIT’s loans hereunder (or the cost to such financial institution in participating in such loans) by an amount deemed material by CIT or such Lender financial institution in the exercise of its their reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that CIT or such Lender financial institution deems to be material in the exercise of its reasonable business judgment, the Company agrees to pay to such LenderCIT, no later than five (5) days following demand by such LenderCIT, such additional amount or amounts as will compensate CIT or such Lender financial institution for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such Lender financial institution with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any Lender CIT or such financial institution exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount which CIT or such financial institution actually required to compensate CIT or such Lender financial institution for any increase in cost or reduction in payment, such excess shall be returned to the Company by CIT or such Lender. In no financial institution, as the case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13may be.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of such Lender by the federal government or other jurisdiction in which it maintains its principal office); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender of making, renewing or maintaining such Lender’s loans hereunder by an amount deemed material by such Lender in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgment, the Company agrees Borrowers agree to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the CompanyBorrowers, shall be conclusive and binding on the Company absent manifest errorconstitute prima facie evidence of such amount or amounts. In the event any Lender exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company Borrowers in whole or in part exceeded the amount which such Lender actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company Borrowers by such Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Loan Document (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of such Lender by the federal government or other jurisdiction in which it maintains its principal office); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender of making, renewing or maintaining such Lender’s 's loans hereunder by an amount deemed material by such Lender in the exercise of its their reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgment, the Company agrees Companies jointly and severally agree to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the CompanyBorrowing Agent, shall be conclusive and binding on the Company Companies absent manifest error. In the event any Lender exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company Companies in whole or in part exceeded the amount which such Lender actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company Borrowing Agent by such Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT (or by any Lender financial institution that purchases from CIT a participation in the loans made by CIT to the Companies hereunder) with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject CIT or such Lender financial institution to any tax of any kind whatsoever with respect to this Agreement or the other Financing Agreement Documents, or change the basis of taxation of payments to CIT or such Lender financial institution of principal, fees, interest or any other amount payable hereunder or under any of the other DIP Financing Document Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of CIT or such Lender financial institution by the federal government or other jurisdiction in which it maintains its principal office); (b) impose impose, modify or require hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such Lender financial institution by reason of or in respect to this Financing Agreement and the DIP Financing Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on CIT or such Lender financial institution any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender CIT of making, renewing or maintaining such LenderCIT’s loans hereunder (or the cost to such financial institution in participating in such loans) by an amount deemed material by CIT or such Lender financial institution in the exercise of its their reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that CIT or such Lender financial institution deems to be material in the exercise of its reasonable business judgment, the Company agrees Companies agree to pay to such LenderCIT, no later than five (5) days following demand by such LenderCIT, such additional amount or amounts as will compensate CIT or such Lender financial institution for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such Lender financial institution with respect to this Section 7.13 5.9 and the calculation thereof, when delivered to the CompanyCompanies, shall be conclusive and binding on the Company Companies absent manifest error. In the event any Lender CIT or such financial institution exercises its rights pursuant to this Section 7.135.9, and subsequent thereto determines that the amounts paid by the Company Companies in whole or in part exceeded the amount which CIT or such financial institution actually required to compensate CIT or such Lender financial institution for any increase in cost or reduction in payment, such excess shall be returned to the Company Companies by CIT or such Lender. In no financial institution, as the case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13may be.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT (or by any Lender financial institution that purchases from CIT a participation in the loans made by CIT to the Companies hereunder) with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: : (a) subject CIT or such Lender financial institution to any tax of any kind whatsoever with respect to this Financing Agreement or the other Loan Documents, or change the basis of taxation of payments to CIT or such Lender financial institution of principal, fees, interest or any other amount payable hereunder or under any of the other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of CIT or such Lender financial institution by the federal government or other jurisdiction in which it maintains its principal office); ; (b) impose impose, modify or require hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such Lender financial institution by reason of or in respect to this Financing 44 <PAGE> Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or or (c) impose on CIT or such Lender financial institution any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender CIT of making, renewing or maintaining such Lender’s CIT's loans hereunder (or the cost to such financial institution in participating in such loans) by an amount deemed material by CIT or such Lender financial institution in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that CIT or such Lender financial institution deems to be material in the exercise of its reasonable business judgment, the Company agrees Companies agree to pay to such LenderCIT, no later than five (5) days following demand by such LenderCIT, such additional amount or amounts as will compensate CIT or such Lender financial institution for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such Lender financial institution with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the CompanyCompanies, shall be conclusive and binding on the Company Companies absent manifest error. In the event any Lender CIT or such financial institution exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company Companies in whole or in part exceeded the amount which CIT or such financial institution actually required to compensate CIT or such Lender financial institution for any increase in cost or reduction in payment, such excess shall be returned to the Company Companies by CIT or such Lender. In no financial institution, as the case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13may be.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT (or by any Lender financial institution that purchases from CIT a participation in the loans made by CIT to the Company hereunder) with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject CIT or such Lender financial institution to any tax of any kind whatsoever with respect to this Financing Agreement or the other Loan Documents, or change the basis of taxation of payments to CIT or such Lender financial institution of principal, fees, interest or any other amount payable hereunder or under any of the other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of CIT or such Lender financial institution by the federal government or other jurisdiction in which it maintains its principal office); (b) impose impose, modify or require hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such Lender financial institution by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on CIT or such Lender financial institution any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender CIT of making, renewing or maintaining such LenderCIT’s loans hereunder (or the cost to such financial institution in participating in such loans) by an amount deemed material by CIT or such Lender financial institution in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that CIT or such Lender financial institution deems to be material in the exercise of its reasonable business judgment, the Company agrees to pay to such LenderCIT, no later than five (5) days following demand by such LenderCIT, such additional amount or amounts as will compensate CIT or such Lender financial institution for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such Lender financial institution with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any Lender CIT or such financial institution exercises its rights pursuant to this Section 7.13, 8.13. and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount which CIT or such financial institution actually required to compensate CIT or such Lender financial institution for any increase in cost or reduction in payment, such excess shall be returned to the Company by CIT or such Lender. In no financial institution, as the case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13may be.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT (or by any Lender financial institution that purchases from CIT a participation in the loans made by CIT to the Company hereunder) with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject CIT or such Lender financial institution to any tax of any kind whatsoever with respect to this Financing Agreement or the other Loan Documents, or change the basis of taxation of payments to CIT or such Lender financial institution of principal, fees, interest or any other amount payable hereunder or under any of the other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of CIT or such Lender financial institution by the federal government or other jurisdiction in which it maintains its principal office); (b) impose impose, modify or require hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such Lender financial institution by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on CIT or such Lender financial institution any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender CIT of making, renewing or maintaining such Lender’s CIT's loans hereunder (or the cost to such financial institution in participating in such loans) by an amount deemed material by CIT or such Lender financial institution in the exercise of its their reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that CIT or such Lender financial institution deems to be material in the exercise of its reasonable business judgment, the Company agrees to pay to such LenderCIT, no later than five (5) days following demand by such LenderCIT, such additional amount or amounts as will compensate CIT or such Lender financial institution for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such Lender financial institution with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any Lender CIT or such financial institution exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount which CIT or such financial institution actually required to compensate CIT or such Lender financial institution for any increase in cost or reduction in payment, such excess shall be returned to the Company by CIT or such Lender. In no financial institution, as the case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13may be.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Loan Document (except for federal income taxes or state income or franchise taxes or changes in the rate of tax on the overall net income of such Lender by the federal government or other jurisdiction in which it maintains its principal office); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender of making, renewing or maintaining such Lender’s loans hereunder by an amount deemed material by such Lender in the exercise of its their reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgmentjudgment (except reductions for taxes imposed on or measured by such Lender’s overall net income (however denominated), and franchise taxes imposed upon it (in lieu of net income taxes), by any governmental authority), the Company agrees to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 8.13 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event any Lender exercises its rights pursuant to this Section 7.138.13, and subsequent thereto determines that the amounts paid by the Company in whole or in part exceeded the amount which such Lender actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company by such Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.

Taxes, Reserves and Other Conditions. In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender with any new request or directive (whether or not having the force of law) of any central bank or other governmental or regulatory authority, shall: (a) subject such Lender to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any other DIP Financing Document Loan Documents (except for federal income taxes or state income or franchise taxes or changes in the rate of tax imposed on the overall net income of such Lender by the federal government or other jurisdiction in which it maintains its principal officeLender); (b) impose or require any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by such Lender by reason of or in respect to this Financing Agreement and the DIP Financing Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on such Lender any other condition with respect to this Financing Agreement or any other document; and the result of any of the foregoing is to (i) increase the cost to such Lender of making, renewing or maintaining such Lender’s loans Loans hereunder by an amount deemed material by such Lender in the exercise of its reasonable business judgment, or (ii) reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans Loans made hereunder by an amount that such Lender deems to be material in the exercise of its reasonable business judgment, the Company agrees Companies agree to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such increase in cost or reduction in payment, as the case may be. A certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 7.13 8.10 and the calculation thereof, when delivered to the CompanyCompanies, shall be conclusive and binding on the Company Companies absent manifest error. In the event any Lender exercises its rights pursuant to this Section 7.138.10, and subsequent thereto determines that the amounts paid by the Company Companies in whole or in part exceeded the amount which such Lender actually required to compensate such Lender for any increase in cost or reduction in payment, such excess shall be returned to the Company Companies by such Lender. In no case shall the Agent or any Lender be entitled to any compensation from the Company pursuant to this Section 7.13 unless demand therefore is made within 180 days following the incidence of the reduction in return giving rise to an obligation by the Company under this Section 7.13.