AGENT AND HOLD
THE ADMINISTRATIVE AGENT HARMLESS FOR THE FULL AMOUNT OF ANY AND ALL PRESENT OR
FUTURE TAXES AND RELATED LIABILITIES (INCLUDING PENALTIES, INTEREST, ADDITIONS
TO TAX AND EXPENSES, AND ANY TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS
PAYABLE TO THE ADMINISTRATIVE AGENT UNDER THIS SECTION 7.6) WHICH ARE IMPOSED ON
OR WITH RESPECT TO PRINCIPAL, INTEREST OR FEES PAYABLE TO SUCH LENDER HEREUNDER
AND WHICH ARE NOT PAID BY THE COMPANY PURSUANT TO THIS SECTION 7.6, WHETHER OR
NOT SUCH TAXES OR RELATED LIABILITIES WERE CORRECTLY OR LEGALLY ASSERTED. THIS
INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM THE DATE THE ADMINISTRATIVE
AGENT MAKES WRITTEN DEMAND THEREFOR.
SECTION 8.
INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.
8.1
INCREASED COSTS.
(A)
IF, AFTER THE DATE HEREOF, THE ADOPTION OF, OR ANY CHANGE IN, ANY
APPLICABLE LAW, RULE OR REGULATION, OR ANY CHANGE IN THE INTERPRETATION OR
ADMINISTRATION OF ANY APPLICABLE LAW, RULE OR REGULATION BY ANY GOVERNMENTAL
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR
DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH AUTHORITY,
CENTRAL BANK OR COMPARABLE AGENCY: (I) SHALL IMPOSE, MODIFY OR DEEM APPLICABLE
ANY RESERVE (INCLUDING ANY RESERVE IMPOSED BY THE FRB, BUT EXCLUDING ANY RESERVE
INCLUDED IN THE DETERMINATION OF THE LIBOR RATE PURSUANT TO SECTION 4), SPECIAL
DEPOSIT OR SIMILAR REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE
ACCOUNT OF, OR CREDIT EXTENDED BY ANY LENDER; OR (II) SHALL IMPOSE ON ANY LENDER
ANY OTHER CONDITION AFFECTING ITS LIBOR LOANS, ITS NOTE OR ITS OBLIGATION TO
MAKE LIBOR LOANS; AND THE RESULT OF ANYTHING DESCRIBED IN CLAUSES (I) AND (II)
ABOVE IS TO INCREASE THE COST TO (OR TO IMPOSE A COST ON) SUCH LENDER (OR ANY
LIBOR OFFICE OF SUCH LENDER) OF MAKING OR MAINTAINING ANY LIBOR LOAN, OR TO
REDUCE THE AMOUNT OF ANY SUM RECEIVED OR RECEIVABLE BY SUCH LENDER (OR ITS LIBOR
OFFICE) UNDER THIS AGREEMENT OR UNDER ITS NOTE WITH RESPECT THERETO, THEN UPON
DEMAND BY SUCH LENDER (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING
FORTH THE BASIS FOR SUCH DEMAND AND A CALCULATION OF THE AMOUNT THEREOF IN
REASONABLE DETAIL, A COPY OF WHICH SHALL BE FURNISHED TO THE ADMINISTRATIVE
AGENT), THE COMPANY SHALL PAY DIRECTLY TO SUCH LENDER SUCH ADDITIONAL AMOUNT AS
WILL COMPENSATE SUCH LENDER FOR SUCH INCREASED COST OR SUCH REDUCTION, SO LONG
AS SUCH AMOUNTS HAVE ACCRUED ON OR AFTER THE DAY WHICH IS 180 DAYS PRIOR TO THE
DATE ON WHICH SUCH LENDER FIRST MADE DEMAND THEREFOR.
(B)
IF ANY LENDER SHALL REASONABLY DETERMINE THAT ANY CHANGE IN, OR
THE ADOPTION OR PHASE-IN OF, ANY APPLICABLE LAW, RULE OR REGULATION REGARDING
CAPITAL ADEQUACY, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF
BY ANY GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH
THE INTERPRETATION OR ADMINISTRATION THEREOF, OR THE COMPLIANCE BY ANY LENDER OR
ANY PERSON CONTROLLING SUCH LENDER WITH ANY