FIXED ASSET LOANS OR PRIME RATE FIXED ASSET LOANS MAY BE
THEN DUE AND PAYABLE AND (B) THE FIRST LOANS OUTSTANDING SHALL BE DEEMED TO BE
EURODOLLAR RATE FIXED ASSET LOANS.
(C)
AT AGENT'S OPTION, ALL PRINCIPAL, INTEREST, FEES, COSTS,
EXPENSES AND OTHER CHARGES PROVIDED FOR IN THIS AGREEMENT OR THE OTHER FINANCING
AGREEMENTS MAY BE CHARGED DIRECTLY TO THE LOAN ACCOUNT(S) OF ANY BORROWER
MAINTAINED BY AGENT.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN SECTION 6.5
HEREOF, SUCH BORROWER SHALL MAKE ALL PAYMENTS TO AGENT AND LENDERS ON THE
OBLIGATIONS FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR WITHHOLDING FOR OR ON
ACCOUNT OF, ANY SETOFF, COUNTERCLAIM, DEFENSE, DUTIES, TAXES, LEVIES, IMPOSTS,
FEES, DEDUCTIONS, WITHHOLDING, RESTRICTIONS OR CONDITIONS OF ANY KIND.
TO THE
EXTENT AGENT OR ANY LENDER RECEIVES ANY PAYMENTS OR COLLECTIONS IN RESPECT OF
THE OBLIGATIONS IN A CURRENCY OTHER THAN US DOLLARS, AGENT MAY, AT ITS OPTION
(BUT IS NOT OBLIGATED TO), CONVERT SUCH OTHER CURRENCY TO US DOLLARS AT THE
EXCHANGE RATE WITHIN A REASONABLE TIME THEREAFTER OR IF AGENT ELECTS NOT TO
CONVERT SUCH CURRENCY, AGENT SHALL PROMPTLY NOTIFY SUCH BORROWER AND PROVIDE
SUCH CURRENCY TO SUCH BORROWER FOR BORROWERS TO ARRANGE FOR THE CONVERSION ON
SUCH DATE (AND THEN PAYMENT THEREOF TO AGENT).
BORROWERS SHALL PAY THE COSTS OF
SUCH CONVERSION (OR AGENT MAY, AT ITS OPTION, CHARGE SUCH COSTS TO THE LOAN
ACCOUNT OF SUCH BORROWER MAINTAINED BY AGENT).
PAYMENTS AND COLLECTIONS
RECEIVED IN ANY CURRENCY OTHER THAN THE CURRENCY IN WHICH ANY OUTSTANDING
OBLIGATIONS ARE DENOMINATED WILL BE ACCEPTED AND/OR APPLIED AT THE DISCRETION OF
AGENT.
(D)
IF AFTER RECEIPT OF ANY PAYMENT OF, OR PROCEEDS OF
COLLATERAL APPLIED TO THE PAYMENT OF, ANY OF THE OBLIGATIONS, AGENT OR ANY
LENDER IS REQUIRED TO SURRENDER OR RETURN SUCH PAYMENT OR PROCEEDS TO ANY PERSON
FOR ANY REASON, THEN THE OBLIGATIONS INTENDED TO BE SATISFIED BY SUCH PAYMENT OR
PROCEEDS SHALL BE REINSTATED AND CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN
FULL FORCE AND EFFECT AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY
AGENT OR SUCH LENDER.
BORROWERS SHALL BE LIABLE TO PAY TO AGENT, AND DO HEREBY
INDEMNIFY AND HOLD AGENT AND LENDERS HARMLESS FOR THE AMOUNT OF ANY PAYMENTS OR
PROCEEDS SURRENDERED OR RETURNED.
THIS SECTION 6.4 SHALL REMAIN EFFECTIVE
NOTWITHSTANDING ANY CONTRARY ACTION WHICH MAY BE TAKEN BY AGENT OR ANY LENDER IN
RELIANCE UPON SUCH PAYMENT OR PROCEEDS.
THIS SECTION 6.4 SHALL SURVIVE THE
PAYMENT OF THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
6.5
TAXES.
(A)
SUBJECT TO SECTION 6.5(F) HEREOF, ANY AND ALL PAYMENTS BY
OR ON BEHALF OF BORROWERS HEREUNDER AND UNDER ANY OTHER FINANCING AGREEMENT
SHALL BE MADE, IN ACCORDANCE
57
WITH SECTION 6.4, FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL TAXES,
EXCLUDING THE FOLLOWING (COLLECTIVELY, "EXCLUDED TAXES"): (I) TAXES IMPOSED ON
THE NET INCOME OR NET PROFIT OF AGENT OR ANY LENDER (OR ANY TRANSFEREE OR
ASSIGNEE OF SUCH LENDER, INCLUDING ANY PARTICIPANT, ANY SUCH TRANSFEREE