7.6(D)(II) IS RENDERED OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECTS
AS RESULT OF CHANGE IN CIRCUMSTANCES WITH RESPECT TO THE STATUS OF A LENDER,
SUCH LENDER SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DELIVER TO THE
COMPANY AND THE ADMINISTRATIVE AGENT REVISED FORMS NECESSARY TO CONFIRM OR
ESTABLISH THE ENTITLEMENT TO SUCH LENDER'S OR AGENT'S EXEMPTION FROM UNITED
STATES BACKUP WITHHOLDING TAX.
(III)
THE LOAN PARTIES SHALL NOT BE REQUIRED TO PAY ADDITIONAL AMOUNTS
TO A LENDER, OR INDEMNIFY ANY LENDER, UNDER THIS SECTION 7.6 TO THE EXTENT THAT
SUCH OBLIGATIONS WOULD NOT HAVE ARISEN BUT FOR THE FAILURE OF SUCH LENDER TO
COMPLY WITH SECTION 7.6(D).
(IV)
EACH LENDER AGREES TO INDEMNIFY THE ADMINISTRATIVE 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 LOAN PARTIES PURSUANT TO THIS SECTION 7.6, WHETHER
OR NOT
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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