OF SUCH EVENT TO THE LAST DAY OF THE
THEN CURRENT INTEREST PERIOD THEREFOR (OR, IN THE CASE OF A FAILURE TO BORROW,
CONVERT OR CONTINUE, FOR THE PERIOD THAT WOULD HAVE BEEN THE INTEREST PERIOD FOR
SUCH LOAN), OVER (II) THE AMOUNT OF INTEREST WHICH WOULD ACCRUE ON SUCH
PRINCIPAL AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE WHICH SUCH LENDER WOULD
BID WERE IT TO BID, AT THE COMMENCEMENT OF SUCH PERIOD, FOR DOLLAR DEPOSITS OF A
COMPARABLE AMOUNT AND PERIOD FROM OTHER BANKS IN THE EURODOLLAR MARKET.
3.5
TAXES.
(I)
ALL PAYMENTS BY THE BORROWER TO OR FOR THE ACCOUNT OF
ANY LENDER, LC ISSUER OR THE AGENT HEREUNDER OR UNDER ANY NOTE OR FACILITY LC
APPLICATION 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, LC ISSUER OR THE 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 3.5) SUCH LENDER, LC ISSUER OR THE 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 AGENT
THE ORIGINAL COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF WITHIN 30 DAYS AFTER
SUCH PAYMENT IS MADE.
(I)
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
39
FROM ANY PAYMENT MADE HEREUNDER OR UNDER ANY NOTE OR FACILITY LC APPLICATION OR
FROM THE EXECUTION OR DELIVERY OF, OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT
OR ANY NOTE OR FACILITY LC APPLICATION ("OTHER TAXES").
(II)
THE BORROWER HEREBY AGREES TO INDEMNIFY THE AGENT AND EACH LENDER
AND LC ISSUER FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING, WITHOUT
LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED ON AMOUNTS PAYABLE UNDER THIS
SECTION 3.5) PAID BY THE AGENT OR SUCH LENDER OR LC ISSUER AS A RESULT OF ITS
COMMITMENT, ANY LOANS MADE BY IT HEREUNDER, OR OTHERWISE IN CONNECTION WITH ITS
PARTICIPATION IN THIS AGREEMENT AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST
AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO.
PAYMENTS DUE UNDER
THIS INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS OF THE DATE THE AGENT OR SUCH
LENDER OR LC ISSUER MAKES DEMAND THEREFOR PURSUANT TO SECTION 3.6.
(III)
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 THE DATE OF THIS AGREEMENT,
(I) DELIVER TO THE AGENT TWO DULY