THE INCOME OBTAINED THEREFROM, ON NOTICE
THEREOF AND DEMAND THEREFOR BY SUCH LENDER TO BORROWER THROUGH AGENT, (I) THE
OBLIGATION OF SUCH LENDER TO AGREE TO MAKE OR TO MAKE OR TO CONTINUE TO FUND OR
MAINTAIN LIBOR LOANS SHALL TERMINATE AND (II) BORROWER SHALL FORTHWITH PREPAY IN
FULL ALL OUTSTANDING LIBOR LOANS OWING TO SUCH LENDER, TOGETHER WITH INTEREST
ACCRUED THEREON, UNLESS BORROWER, WITHIN FIVE (5) BUSINESS DAYS AFTER THE
DELIVERY OF SUCH NOTICE AND DEMAND, CONVERTS ALL LIBOR LOANS INTO INDEX RATE
LOANS. IF, AFTER THE DATE WHICH IS THE 180TH DAY PRIOR TO THE CLOSING DATE, THE
INTRODUCTION OF, CHANGE IN OR INTERPRETATION OF ANY LAW, RULE, REGULATION,
TREATY OR DIRECTIVE WOULD IMPOSE OR INCREASE RESERVE REQUIREMENTS (OTHER THAN AS
TAKEN INTO ACCOUNT IN THE DEFINITION OF LIBOR) AND THE RESULT OF ANY OF THE
FOREGOING IS TO INCREASE THE COST TO AGENT OR ANY SUCH LENDER OF ISSUING ANY
LETTER OF CREDIT OR MAKING OR CONTINUING ANY LOAN HEREUNDER, AS THE CASE MAY BE,
OR TO REDUCE ANY AMOUNT RECEIVABLE HEREUNDER BY AGENT OR ANY LENDER, THEN
BORROWER SHALL FROM TIME TO TIME WITHIN FIFTEEN (15) DAYS AFTER NOTICE AND
DEMAND FROM AGENT (TOGETHER WITH THE CERTIFICATE REFERRED TO IN THE NEXT
SENTENCE) PAY TO AGENT, FOR ITSELF OR FOR THE ACCOUNT OF ALL SUCH AFFECTED
LENDERS, AS APPLICABLE, ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE AGENT AND
SUCH LENDERS FOR SUCH INCREASED COST OR REDUCED AMOUNT.
A CERTIFICATE AS TO THE
AMOUNT OF SUCH COST AND SHOWING THE BASIS OF THE COMPUTATION OF SUCH COST
SUBMITTED BY AGENT ON BEHALF OF ALL SUCH AFFECTED LENDERS TO BORROWER SHALL,
ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES.
(C)
RESERVES ON LIBOR RATE LOANS.
BORROWER SHALL PAY TO EACH LENDER, AS
LONG AS SUCH LENDER SHALL BE REQUIRED UNDER REGULATIONS OF THE FEDERAL RESERVE
BOARD TO MAINTAIN RESERVES WITH RESPECT TO LIABILITIES OR ASSETS CONSISTING OF
OR INCLUDING EUROCURRENCY FUNDS OR DEPOSITS (CURRENTLY KNOWN AS "EUROCURRENCY
LIABILITIES"), ADDITIONAL COSTS ON THE UNPAID PRINCIPAL AMOUNT OF EACH LIBOR
LOAN EQUAL TO ACTUAL COSTS OF SUCH RESERVES ALLOCATED TO SUCH LOAN BY SUCH
LENDER (AS DETERMINED BY SUCH LENDER IN GOOD FAITH, WHICH DETERMINATION SHALL BE
CONCLUSIVE ABSENT DEMONSTRABLE ERROR), PAYABLE ON EACH DATE ON WHICH INTEREST IS
PAYABLE ON SUCH LOAN PROVIDED BORROWER SHALL HAVE RECEIVED AT LEAST FIFTEEN (15)
DAYS' PRIOR WRITTEN NOTICE (WITH A COPY TO AGENT) OF SUCH ADDITIONAL INTEREST
FROM THE LENDER.
IF A LENDER FAILS TO GIVE NOTICE FIFTEEN (15) DAYS PRIOR TO
THE RELEVANT INTEREST PAYMENT DATE, SUCH ADDITIONAL INTEREST SHALL BE PAYABLE
FIFTEEN (15) DAYS FROM RECEIPT OF SUCH NOTICE.
1.9.
TAXES/CHANGES IN LAWS.
(A)
NO DEDUCTIONS.
ANY AND ALL PAYMENTS OR REIMBURSEMENTS MADE HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE MADE FREE AND CLEAR OF AND WITHOUT
DEDUCTION FOR, AND BORROWER AGREES TO INDEMNIFY AGENT AND EACH LENDER AGAINST,
ANY AND ALL CHARGES, TAXES, LEVIES, IMPOSTS, DEDUCTIONS OR WITHHOLDINGS, AND ALL
LIABILITIES WITH RESPECT THERETO OF ANY