Section 4.2 or Section 4.3 hereof,
such Lender's LIBOR Rate Loans shall be automatically Converted into Base Rate
Loans on the last day(s) of the then current Interest Period(s) for such LIBOR
Rate Loans (or, in the case of a Conversion required by Section 4.3 hereof, on
such earlier date as such Lender may specify to the Borrower) and, unless and
until such Lender gives notice as provided below that the circumstances
specified in Section 4.2 or Section 4.3 hereof that gave rise to such Conversion
no longer exist:
(A)
TO THE EXTENT THAT SUCH LENDER'S LIBOR RATE
LOANS HAVE BEEN SO CONVERTED, ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL THAT
WOULD OTHERWISE BE APPLIED TO SUCH LENDER'S LIBOR RATE LOANS SHALL BE APPLIED
INSTEAD TO ITS BASE RATE LOANS; AND
(B)
ALL LOANS THAT WOULD OTHERWISE BE MADE OR
CONTINUED BY SUCH LENDER AS LIBOR RATE LOANS SHALL BE MADE INSTEAD AS BASE RATE
LOANS , AND ALL LOANS OF SUCH LENDER THAT WOULD OTHERWISE BE CONVERTED INTO
LIBOR RATE LOANS SHALL REMAIN AS BASE RATE LOANS.
4.5
Compensation.
Upon demand of any Lender from time to time,
conveyed by delivery of a written notice to such effect to the Administrative
Agent, the Borrower shall promptly compensate such Lender for any loss, cost or
expense (excluding any loss of profit or anticipated gains) incurred by such
Lender as a result of:
(A)
ANY CONTINUATION, PAYMENT OR PREPAYMENT OF
ANY LIBOR RATE LOAN ON A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD FOR
SUCH LOAN (WHETHER VOLUNTARY, MANDATORY, AUTOMATIC, BY REASON OF ACCELERATION,
OR OTHERWISE); OR
(B)
ANY FAILURE BY THE BORROWER (FOR A REASON
OTHER THAN THE FAILURE OF ANY LENDER TO MAKE A LOAN, AND INCLUDING, WITHOUT
LIMITATION, THE FAILURE OF ANY CONDITION PRECEDENT SPECIFIED IN SECTION 6 HEREOF
TO BE SATISFIED) TO PREPAY, BORROW, OR CONTINUE OR CONVERT ANY LIBOR RATE LOAN
ON THE DATE OR IN THE AMOUNT PREVIOUSLY DESIGNATED BY THE BORROWER.
4.6
TAXES.
(A)
INDEMNIFIED TAXES.
EXCEPT AS PROVIDED IN
THIS SECTION 4.6 HEREOF, OR OTHERWISE REQUIRED BY LAW, ANY AND ALL PAYMENTS BY
OR FOR THE ACCOUNT OF THE BORROWER TO ANY LENDER UNDER ANY LOAN DOCUMENT SHALL
BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL PRESENT OR
FUTURE TAXES, DUTIES, LEVIES, IMPOSTS, DEDUCTIONS, ASSESSMENTS, FEES,
WITHHOLDINGS OR SIMILAR CHARGES, AND ALL LIABILITIES WITH RESPECT THERETO (ALL
SUCH TAXES, DUTIES, LEVIES, IMPOSTS, DEDUCTIONS, ASSESSMENTS, FEES,
WITHHOLDINGS, CHARGES AND LIABILITIES BEING
27
REFERRED TO HEREIN AS "TAXES"), IN EACH CASE, IMPOSED BY AN APPLICABLE
JURISDICTION OR ANY OTHER JURISDICTION FROM WHICH OR THROUGH WHICH SUCH PAYMENTS
ARE MADE ON BEHALF OF OR AT THE DIRECTION OF THE BORROWER OR IN WHICH ANY
SHAREHOLDER OF THE BORROWER IS DOMICILED, EXCLUDING, IN THE CASE OF ANY LENDER:
(I) TAXES IMPOSED ON OR MEASURED BY GROSS INCOME, NET INCOME, NET WORTH OR
CAPITAL AND FRANCHISE TAXES IMPOSED IN LIEU OF NET INCOME TAXES, BY THE
JURISDICTION (OR ANY POLITICAL