ADVANCES DOES NOT ACCURATELY REFLECT THE
COST OF MAKING OR MAINTAINING LIBOR ADVANCES, THEN THE ADMINISTRATIVE AGENT
SHALL SUSPEND THE AVAILABILITY OF LIBOR ADVANCES AND REQUIRE ANY AFFECTED LIBOR
ADVANCES TO BE REPAID OR CONVERTED TO PRIME RATE ADVANCES, SUBJECT TO THE
PAYMENT OF ANY FUNDING INDEMNIFICATION AMOUNTS REQUIRED BY SECTION 4.4.
4.4
FUNDING INDEMNIFICATION.
IF ANY PAYMENT OF A LIBOR ADVANCE OCCURS
ON A DATE WHICH IS NOT THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, WHETHER
BECAUSE OF ACCELERATION, PREPAYMENT OR OTHERWISE, OR A LIBOR ADVANCE IS NOT MADE
ON THE DATE SPECIFIED BY THE BORROWER FOR ANY REASON OTHER THAN DEFAULT BY THE
LENDERS, THE BORROWER WILL INDEMNIFY EACH LENDER FOR ANY LOSS OR COST INCURRED
BY IT RESULTING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR COST IN
LIQUIDATING OR EMPLOYING DEPOSITS ACQUIRED TO FUND OR MAINTAIN SUCH LIBOR
ADVANCE.
4.5
TAXES.
(I)
ALL PAYMENTS BY THE BORROWER TO OR FOR THE ACCOUNT OF ANY LENDER
OR THE ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY NOTE SHALL BE MADE FREE AND
CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL TAXES.
IF THE BORROWER SHALL BE
REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN RESPECT OF ANY SUM PAYABLE
HEREUNDER TO ANY LENDER OR THE ADMINISTRATIVE AGENT, (A) THE SUM PAYABLE SHALL
BE INCREASED AS NECESSARY SO THAT AFTER MAKING ALL REQUIRED DEDUCTIONS
(INCLUDING DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER THIS SECTION
4.5) SUCH LENDER OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) RECEIVES AN
AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE,
(B) THE BORROWER SHALL MAKE SUCH DEDUCTIONS, (C) THE BORROWER SHALL PAY THE FULL
AMOUNT DEDUCTED TO THE RELEVANT AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW AND
(D) THE BORROWER SHALL FURNISH TO THE ADMINISTRATIVE AGENT THE ORIGINAL COPY OF
A RECEIPT EVIDENCING PAYMENT THEREOF WITHIN 30 DAYS AFTER SUCH PAYMENT IS MADE.
(II)
IN ADDITION, THE BORROWER HEREBY AGREES TO PAY ANY PRESENT OR
FUTURE STAMP OR DOCUMENTARY TAXES AND ANY OTHER EXCISE OR PROPERTY TAXES,
CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR UNDER
ANY NOTE OR FROM THE EXECUTION OR DELIVERY OF, OR OTHERWISE WITH RESPECT TO,
THIS AGREEMENT OR ANY NOTE ("OTHER TAXES").
(III)
THE BORROWER HEREBY AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT
AND EACH LENDER FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING, WITHOUT
LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED ON AMOUNTS PAYABLE UNDER THIS
SECTION 4.5) PAID BY THE ADMINISTRATIVE AGENT OR SUCH LENDER AND ANY LIABILITY
(INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT
THERETO.
PAYMENTS DUE UNDER THIS INDEMNIFICATION SHALL BE MADE WITHIN 30
45
DAYS OF THE DATE THE ADMINISTRATIVE AGENT OR SUCH LENDER MAKES DEMAND THEREFOR
PURSUANT TO SECTION 4.6.
(IV)
EACH LENDER THAT IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED
STATES OF AMERICA OR A STATE THEREOF (EACH A "NON-U.S. LENDER") AGREES THAT IT
WILL, NOT MORE THAN TEN BUSINESS DAYS AFTER