Loans pursuant to this
Section 3.4.8 no longer exist, such Lender shall give the Agent and the
Borrowers notice thereof, and the Borrowers may thereafter request conversion of
such Loans to LIBOR Loans, subject to the subsequent application of
Section 3.4.6 or 3.4.7.
SECTION 3.4.9
COMPENSATION.
THE BORROWERS SHALL PAY TO THE AGENT FOR THE
ACCOUNT OF EACH LENDER, UPON THE REQUEST OF SUCH LENDER THROUGH THE AGENT, SUCH
AMOUNT OR AMOUNTS AS SHALL BE SUFFICIENT (IN THE OPINION OF SUCH LENDER) TO
COMPENSATE IT FOR ANY LOSS, COST OR EXPENSE WHICH SUCH LENDER DETERMINES IS
ATTRIBUTABLE TO:
(A)
ANY PAYMENT, PREPAYMENT OR CONVERSION OF A LIBOR LOAN MADE BY LENDER
FOR ANY REASON (INCLUDING, WITHOUT LIMITATION, THE ACCELERATION OF THE LOANS
PURSUANT TO ARTICLE 7 HEREOF) ON A DATE OTHER THAN THE LAST DAY OF THE INTEREST
PERIOD FOR SUCH LOAN; OR
(B)
ANY FAILURE BY THE BORROWERS FOR ANY REASON (INCLUDING, WITHOUT
LIMITATION, THE FAILURE OF ANY OF THE CONDITIONS PRECEDENT SPECIFIED IN
ARTICLE 4 HEREOF TO BE SATISFIED) TO BORROW A LIBOR LOAN FROM LENDERS ON THE
DATE FOR SUCH BORROWING SPECIFIED IN THE BORROWING REQUEST GIVEN PURSUANT TO
SECTION 3.1 HEREOF.
32
SECTION 3.5
TAXES.
(A)
ANY AND ALL PAYMENTS BY THE BORROWERS HEREUNDER OR UNDER THE NOTES
OR ANY OTHER LOAN DOCUMENT SHALL BE MADE, IN ACCORDANCE WITH THIS SECTION 3.5,
FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE
TAXES.
IF ANY BORROWERS SHALL BE REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN
RESPECT OF ANY SUM PAYABLE HEREUNDER OR UNDER ANY NOTE TO ANY LENDER OR THE
AGENT, (I) THE SUM PAYABLE SHALL BE INCREASED AS MAY BE NECESSARY SO THAT AFTER
MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO ADDITIONAL
SUMS PAYABLE UNDER THIS SECTION 3.5), SUCH LENDER 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, (II) THE BORROWERS SHALL MAKE SUCH DEDUCTIONS AND
(III) THE BORROWERS SHALL PAY THE FULL AMOUNT DEDUCTED TO THE RELEVANT TAXATION
AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW;
(B)
IN ADDITION, THE BORROWERS AGREE TO PAY ANY PRESENT OR FUTURE STAMP
OR DOCUMENTARY TAXES OR INTANGIBLES TAXES OR ANY OTHER EXCISE OR PROPERTY TAXES,
TRANSFER TAXES, CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE
HEREUNDER OR UNDER THE NOTES OR FROM THE EXECUTION, DELIVERY OR REGISTRATION OF,
OR OTHERWISE WITH RESPECT TO THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN
DOCUMENT;
(C)
THE BORROWERS WILL INDEMNIFY EACH LENDER AND THE AGENT FOR THE FULL
AMOUNT OF THE TAXES, CHARGES AND LEVIES DESCRIBED IN SUBSECTIONS (A) AND (B) OF
THIS SECTION 3.5 (INCLUDING, WITHOUT LIMITATION, ANY SUCH TAXES, CHARGES AND
LEVIES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 3.5)
PAID BY SUCH LENDER OR THE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY
(INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT
THERETO,