THE LAST DAY OF EACH
INTEREST PERIOD APPLICABLE TO SUCH LIBOR RATE LOANS OR WITHIN SUCH EARLIER
PERIOD AS MAY BE REQUIRED BY LAW. THE BORROWERS HEREBY AGREE PROMPTLY TO PAY TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER, UPON DEMAND BY SUCH
LENDER, ANY ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER FOR ANY COSTS
INCURRED BY SUCH LENDER IN MAKING ANY CONVERSION IN ACCORDANCE WITH THIS
SECTION, INCLUDING ANY INTEREST OR FEES PAYABLE BY SUCH LENDER TO LENDERS OF
FUNDS OBTAINED BY IT IN ORDER TO MAKE OR MAINTAIN ITS LIBOR RATE LOANS
HEREUNDER.
6.8
ADDITIONAL COSTS, ETC.
IF ANY PRESENT OR FUTURE APPLICABLE LAW,
WHICH EXPRESSION, AS USED HEREIN, INCLUDES STATUTES, RULES AND REGULATIONS
THEREUNDER AND INTERPRETATIONS THEREOF BY ANY GOVERNMENTAL AUTHORITY 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 CREDITOR PARTY BY ANY CENTRAL BANK OR OTHER FISCAL,
MONETARY OR OTHER AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW), SHALL:
6.8.1
TAXES.
SUBJECT ANY CREDITOR PARTY TO ANY TAX OR
WITHHOLDING OF ANY NATURE WITH RESPECT TO THIS CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS, ANY LETTERS OF CREDIT, SUCH CREDITOR PARTY'S COMMITMENT OR THE LIBOR
RATE LOANS, OR CHANGE IN THE BASIS OF TAXATION OF PAYMENTS TO SUCH CREDITOR
PARTY (OTHER THAN TAXES, LEVIES, IMPOSTS, CHARGES, FEES, DEDUCTIONS OR
WITHHOLDINGS COVERED BY SECTION 6.3 AND THE IMPOSITION OF, OR ANY CHANGE IN THE
RATE OF, ANY EXCLUDED TAX PAYABLE BY SUCH CREDITOR PARTY), OR
6.8.2
RESERVES.
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 CREDITOR PARTY), OR
6.8.3
OTHER COSTS.
IMPOSE ON ANY CREDITOR PARTY ANY
OTHER CONDITIONS OR REQUIREMENTS WITH RESPECT TO THIS CREDIT AGREEMENT, THE
OTHER LOAN DOCUMENTS, SUCH LENDER'S OR THE SWINGLINE LENDER'S COMMITMENT, ANY
LETTERS OF CREDIT OR, THE LIBOR RATE LOANS, AND THE RESULT OF ANY OF THE
FOREGOING IS:
49
(A)
TO INCREASE THE COST TO ANY CREDITOR PARTY OF MAKING, FUNDING,
ISSUING, RENEWING, EXTENDING OR MAINTAINING ANY OF THE LIBOR RATE LOANS, SUCH
COMMITMENT OR ANY LETTER OF CREDIT, OR
(B)
TO REDUCE THE AMOUNT OF PRINCIPAL, INTEREST, REIMBURSEMENT
OBLIGATION OR OTHER AMOUNT PAYABLE TO SUCH CREDITOR PARTY HEREUNDER ON ACCOUNT
OF SUCH COMMITMENT, ANY LETTER OF CREDIT OR ANY OF THE LOANS, OR
(C)
TO REQUIRE SUCH CREDITOR PARTY 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