THE RELATED INTEREST PERIOD.
IF SUCH NOTICE IS GIVEN, THE
RELATED OUTSTANDING PRIME RATE LOAN SHALL BE CONVERTED TO A LIBOR LOAN ON THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD.
(E)
ALL PAYMENTS MADE BY BORROWER HEREUNDER SHALL BE MADE FREE AND
CLEAR OF, AND WITHOUT REDUCTION FOR OR ON ACCOUNT OF, INCOME, STAMP OR OTHER
TAXES, LEVIES, IMPOSTS, DUTIES,
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CHARGES, FEES, DEDUCTIONS, RESERVES OR WITHHOLDINGS IMPOSED, LEVIED, COLLECTED,
WITHHELD OR ASSESSED BY ANY GOVERNMENTAL AUTHORITY WHICH ARE FIRST IMPOSED,
ENACTED OR BECOME EFFECTIVE AFTER THE DATE HEREOF (SUCH NON-EXCLUDED TAXES BEING
REFERRED TO COLLECTIVELY AS "APPLICABLE TAXES"), EXCLUDING INCOME AND FRANCHISE
TAXES OF (I) THE UNITED STATES OF AMERICA OR ANY POLITICAL SUBDIVISION OR TAXING
AUTHORITY THEREOF OR THEREIN (INCLUDING PUERTO RICO) OR (II) ANY FOREIGN STATE
OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN, IN EACH
CASE THAT ARE IMPOSED ON A NET BASIS (OTHER THAN TAXES IMPOSED BY ANY FOREIGN
JURISDICTION BY REASON OF ANY CONNECTION OF BORROWER WITH SUCH JURISDICTION).
IF ANY APPLICABLE TAXES ARE REQUIRED TO BE WITHHELD FROM ANY AMOUNTS PAYABLE TO
LENDER HEREUNDER, THE AMOUNTS SO PAYABLE TO LENDER SHALL BE INCREASED TO THE
EXTENT NECESSARY TO YIELD TO LENDER (AFTER PAYMENT OF ALL APPLICABLE TAXES)
INTEREST OR ANY SUCH OTHER AMOUNTS PAYABLE HEREUNDER AT THE RATE OR IN THE
AMOUNTS SPECIFIED HEREUNDER.
WHENEVER ANY APPLICABLE TAX IS PAYABLE PURSUANT TO
APPLICABLE LAW BY BORROWER, AS PROMPTLY AS POSSIBLE THEREAFTER, BORROWER SHALL
SEND TO LENDER AN ORIGINAL OFFICIAL RECEIPT, IF AVAILABLE, OR CERTIFIED COPY
THEREOF SHOWING PAYMENT OF SUCH APPLICABLE TAX.
BORROWER HEREBY INDEMNIFIES
LENDER FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT MAY BECOME PAYABLE
BY LENDER WHICH MAY RESULT FROM (A) ANY FAILURE BY BORROWER TO PAY ANY SUCH
APPLICABLE TAX WHEN DUE TO THE APPROPRIATE TAXING AUTHORITY OR (B) ANY FAILURE
BY BORROWER TO REMIT TO LENDER THE REQUIRED RECEIPTS OR OTHER REQUIRED
DOCUMENTARY EVIDENCE; PROVIDED, THAT IN THE CASE OF CLAUSE (B), BORROWER SHALL
HAVE NO LIABILITY TO LENDER IF IT HAS IN FACT PROPERLY WITHHELD AND PAID ALL
SUCH APPLICABLE TAXES AND HAS PROVIDED TO LENDER SUITABLE EVIDENCE TO THAT
EFFECT AND HAS OTHERWISE COOPERATED WITH LENDER IN ALL REASONABLE RESPECTS AND,
AFTER THE EXERCISE OF COMMERCIALLY REASONABLE EFFORTS, IT IS UNABLE TO OBTAIN
OFFICIAL RECEIPTS OF SUCH PAYMENT FROM THE APPLICABLE TAXING AUTHORITY.
(F)
IF ANY REQUIREMENT OF LAW HEREAFTER ENACTED OR ANY CHANGE THEREIN
OR IN THE INTERPRETATION OR APPLICATION THEREOF, SHALL HEREAFTER MAKE IT
UNLAWFUL FOR LENDER TO MAKE OR MAINTAIN A LIBOR LOAN AS CONTEMPLATED HEREUNDER
(I) THE OBLIGATION OF LENDER HEREUNDER TO MAKE A LIBOR LOAN OR TO CONVERT A
PRIME RATE LOAN TO A LIBOR LOAN SHALL BE CANCELED FORTHWITH AND (II) ANY
OUTSTANDING LIBOR LOAN SHALL BE CONVERTED AUTOMATICALLY TO A PRIME RATE LOAN ON
THE NEXT SUCCEEDING PAYMENT DATE OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY
LAW.
BORROWER HEREBY AGREES PROMPTLY TO PAY LENDER, UPON DEMAND, ANY ADDITIONAL
AMOUNTS NECESSARY TO COMPENSATE LENDER