SHALL ASSERT THAT IT IS
UNLAWFUL, FOR ANY LENDER TO AGREE TO MAKE OR TO MAKE OR TO CONTINUE TO FUND OR
MAINTAIN ANY LIBOR LOAN OR ALTERNATIVE CURRENCY LIBOR LOAN, AS APPLICABLE, THEN,
UNLESS THAT LENDER IS ABLE TO MAKE OR TO CONTINUE TO FUND OR TO MAINTAIN SUCH
LIBOR LOAN OR ALTERNATIVE CURRENCY LIBOR LOAN, AS APPLICABLE AT ANOTHER BRANCH
OR OFFICE OF THAT LENDER WITHOUT, IN THAT LENDER'S OPINION, ADVERSELY AFFECTING
IT OR ITS LIBOR LOANS OR THE INCOME OBTAINED THEREFROM, ON NOTICE THEREOF AND
DEMAND THEREFOR BY SUCH LENDER TO BORROWER REPRESENTATIVE THROUGH AGENT, (I) THE
OBLIGATION OF SUCH LENDER TO AGREE TO MAKE OR TO MAKE OR TO CONTINUE TO FUND OR
MAINTAIN LIBOR LOANS OR ALTERNATIVE CURRENCY LIBOR LOANS, AS APPLICABLE, SHALL
TERMINATE AND (II) EACH SUCH LIBOR LOAN OR ALTERNATIVE CURRENCY LIBOR LOAN, AS
APPLICABLE, SHALL AUTOMATICALLY BE CONVERTED INTO AN INDEX RATE LOAN OR
ALTERNATIVE CURRENCY INDEX RATE LOAN, RESPECTIVELY.
IF, AFTER THE DATE HEREOF,
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 RATE OR ALTERNATIVE CURRENCY LIBOR
RATE, AS APPLICABLE) 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 LIBOR LOAN HEREUNDER, AS THE CASE MAY BE, OR TO REDUCE ANY AMOUNT
RECEIVABLE HEREUNDER, THEN BORROWERS SHALL FROM TIME TO TIME WITHIN THIRTY (30)
DAYS AFTER NOTICE AND DEMAND FROM AGENT TO BORROWER REPRESENTATIVE (TOGETHER
WITH THE CERTIFICATE REFERRED TO IN THE NEXT SENTENCE) PAY TO AGENT ITSELF OR,
FOR THE ACCOUNT OF (AND AGENT SHALL PROMPTLY PAY OVER TO) ALL SUCH AFFECTED
LENDERS, AS APPLICABLE, ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE THE AGENT
AND SUCH LENDERS FOR SUCH INCREASED COST OR REDUCED AMOUNT; PROVIDED THAT SUCH
LENDER SHALL NOT BE ENTITLED TO ANY SUCH AMOUNTS TO THE EXTENT THAT THE EVENT
GIVING RISE TO SUCH ASSESSMENT OCCURRED MORE THAN NINETY (90) DAYS PRIOR TO THE
DATE SUCH NOTICE AND DEMAND IS GIVEN TO BORROWER REPRESENTATIVE; PROVIDED,
HOWEVER, THAT IF THE EVENT GIVING RISE TO SUCH ASSESSMENT HAS A RETROACTIVE
EFFECT, THEN SUCH 90 DAY PERIOD SHALL BE EXTENDED TO INCLUDE THE PERIOD OF SUCH
RETROACTIVE EFFECT.
A CERTIFICATE AS TO THE AMOUNT OF SUCH COST AND SHOWING THE
20
BASIS OF THE COMPUTATION OF SUCH COST SUBMITTED BY AGENT ON BEHALF OF ALL SUCH
AFFECTED LENDERS TO BORROWER REPRESENTATIVE SHALL, ABSENT MANIFEST ERROR, BE
FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES.
1.9.
TAXES.
(A)
NO DEDUCTIONS.
ANY AND ALL PAYMENTS OR REIMBURSEMENTS MADE
HEREUNDER (INCLUDING ANY PAYMENTS MADE PURSUANT TO SECTION 10) OR UNDER ANY
OTHER LOAN DOCUMENT SHALL BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR
ANY AND ALL CHARGES, PRESENT OR FUTURE, TAXES, LEVIES, IMPOSTS, DEDUCTIONS OR
WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO (INCLUDING ANY INTEREST,
ADDITIONS TO TAX OR