INCREASED TO THE AMOUNT WHICH, AFTER DEDUCTION FROM SUCH
INCREASED AMOUNT OF ALL TAXES REQUIRED TO BE WITHHELD OR DEDUCTED THEREFROM,
WILL YIELD TO AGENT THE AMOUNT STATED TO BE PAYABLE UNDER THIS AGREEMENT, THE
NOTES OR SUCH OTHER INSTRUMENTS, AGREEMENTS OR DOCUMENTS.
BORROWER WILL EXECUTE
AND DELIVER TO AGENT AT ITS REQUEST SUCH FURTHER INSTRUMENTS AS MAY BE NECESSARY
TO GIVE FULL FORCE AND EFFECT TO ANY SUCH INCREASE.
IF ANY OF THE TAXES
SPECIFIED IN THIS SECTION ARE PAID BY AGENT OR LENDERS, BORROWER WILL, UPON
DEMAND OF AGENT, IMMEDIATELY REIMBURSE AGENT OR THE APPLICABLE LENDER FOR SUCH
PAYMENTS, WHETHER OR NOT SUCH TAXES ARE CORRECTLY OR PROPERLY ASSERTED.
NOTHING
CONTAINED HEREIN SHALL APPLY TO TAXES MEASURED BY THE OVERALL NET INCOME OF
AGENT OR LENDERS.
IF EITHER PARTY HERETO SHALL RECEIVE ACTUAL NOTICE THAT ANY
PAYMENT MUST BE ADJUSTED PURSUANT TO THIS SUBSECTION, IT SHALL GIVE WRITTEN
NOTICE TO THE OTHER PARTY WITH REASONABLE PROMPTNESS.
(B)
ADDITIONAL COSTS.
IN THE EVENT THAT ANY APPLICABLE LAW OR
REGULATION, OR THE INTERPRETATION THEREOF BY ANY GOVERNMENTAL AUTHORITY CHARGED
WITH THE ADMINISTRATION THEREOF, HEREAFTER SUBJECTS AGENT OR ANY LENDER TO ANY
TAX OF ANY KIND WHATSOEVER, WHETHER FOREIGN OR DOMESTIC, WITH RESPECT TO THIS
AGREEMENT, THE NOTES OR ANY OTHER INSTRUMENTS, AGREEMENTS OR DOCUMENTS RELATING
HERETO OR THERETO, OR IMPOSES, MODIFIES OR DEEMS APPLICABLE ANY RESERVE
REQUIREMENT AGAINST ASSETS HELD BY OR DEPOSITS IN OR FOR THE ACCOUNT OF, OR
LOANS BY, AGENT OR ANY LENDER OR IMPOSES ON AGENT, OR ANY LENDER DIRECTLY OR
INDIRECTLY, ANY OTHER CHARGES OR CONDITIONS AFFECTING THIS AGREEMENT, THE NOTES
OR ANY OTHER INSTRUMENTS, AGREEMENTS OR DOCUMENTS RELATING HERETO OR THERETO, OR
IN THE EVENT AGENT OR ANY LENDER IS SUBJECT TO ANY CHANGE IN ITS CAPITAL
ADEQUACY REQUIREMENTS WITH RESPECT TO LOANS SUCH AS THE LOANS OR OTHER
EXTENSIONS OF CREDIT SUCH AS THE LETTERS OF CREDIT, AND THE RESULT OF ANY OF THE
FOREGOING IS TO MATERIALLY INCREASE THE COST TO AGENT OR ANY LENDER OF
MAINTAINING THE WORKING CAPITAL LINE OR THE CAP EX LINE, THEN BORROWER WILL PAY
TO AGENT THE ADDITIONAL AMOUNT OR AMOUNTS SPECIFIED IN WRITING TO BORROWER BY
AGENT TO BE NECESSARY TO COMPENSATE AGENT OR LENDERS FOR SUCH ADDITIONAL COST.
(C)
REPAYMENT OF TAX.
IF ANY WITHHOLDING TAX PAID BY BORROWER
PURSUANT TO THIS SECTION SHALL BE REIMBURSED TO AGENT OR LENDERS BY ANY TAXING
AUTHORITY, AGENT OR THE APPLICABLE LENDER SHALL REPAY SUCH AMOUNT WITH
REASONABLE PROMPTNESS TO BORROWER.
3.9
Evidence of Amounts Outstanding, Etc.
Agent shall enter in its
internal records the date and amount of each Loan and Letter of Credit made or
issued by Agent, any Lender or Issuing Bank to Borrower hereunder, and the date
and amount of each repayment of principal and interest.
Entries made in such
internal records reflecting said information as to the Loans and Letters of
Credit shall, absent manifest error, constitute prima facie evidence of the
transactions represented by such entries; provided, however, that the failure