BASED ON THE EXCHANGE RATE (X) ON THE DATE OF THE RELATED
BORROWING REQUEST FOR PURPOSES
102
OF THE INITIAL SUCH DETERMINATION FOR ANY ALTERNATIVE CURRENCY LOAN AND (Y) ON
THE FOURTH BUSINESS DAY PRIOR TO THE DATE AS OF WHICH SUCH DOLLAR AMOUNT IS TO
BE DETERMINED, FOR PURPOSES OF ANY SUBSEQUENT DETERMINATION.
(B)
IF AFTER GIVING EFFECT TO ANY SUCH DETERMINATION OF A DOLLAR
AMOUNT, THE AGGREGATE OUTSTANDING AMOUNT OF THE ALTERNATIVE CURRENCY REVOLVING
CREDIT LOANS AND THE ALTERNATIVE CURRENCY REVOLVING L/C OBLIGATIONS EXCEEDS THE
AGGREGATE ALTERNATIVE CURRENCY REVOLVING CREDIT COMMITMENTS THEN IN EFFECT BY 5%
OR MORE, THE BORROWER SHALL, WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF NOTICE
THEREOF FROM THE ADMINISTRATIVE AGENT SETTING FORTH SUCH CALCULATION IN
REASONABLE DETAIL, PREPAY OR CAUSE TO BE PREPAID OUTSTANDING ALTERNATIVE
CURRENCY REVOLVING CREDIT LOANS OR TAKE OTHER ACTION (INCLUDING, IN THE
BORROWER'S DISCRETION, CASH COLLATERALIZATION OF ALTERNATIVE CURRENCY REVOLVING
L/C OBLIGATIONS IN AMOUNTS FROM TIME TO TIME EQUAL TO SUCH EXCESS) TO THE EXTENT
NECESSARY TO ELIMINATE ANY SUCH EXCESS.
ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
SECTION 3.01
TAXES.
(A)
EXCEPT AS PROVIDED IN THIS SECTION 3.01, ANY AND ALL PAYMENTS BY
THE BORROWER (THE TERM BORROWER UNDER ARTICLE III BEING DEEMED TO INCLUDE ANY
SUBSIDIARY FOR WHOSE ACCOUNT A LETTER OF CREDIT IS ISSUED) OR ANY GUARANTOR TO
OR FOR THE ACCOUNT OF ANY AGENT OR 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 (INCLUDING ADDITIONS TO TAX, PENALTIES AND
INTEREST) WITH RESPECT THERETO, EXCLUDING, IN THE CASE OF EACH AGENT AND EACH
LENDER, TAXES IMPOSED ON OR MEASURED BY ITS NET INCOME (INCLUDING BRANCH
PROFITS), AND FRANCHISE (AND SIMILAR) TAXES IMPOSED ON IT IN LIEU OF NET INCOME
TAXES, BY THE JURISDICTION (OR ANY POLITICAL SUBDIVISION THEREOF) UNDER THE LAWS
OF WHICH SUCH AGENT OR SUCH LENDER, AS THE CASE MAY BE, IS ORGANIZED OR
MAINTAINS A LENDING OFFICE, AND ALL LIABILITIES (INCLUDING ADDITIONS TO TAX,
PENALTIES AND INTEREST) WITH RESPECT THERETO (ALL SUCH NON-EXCLUDED TAXES,
DUTIES, LEVIES, IMPOSTS, DEDUCTIONS, ASSESSMENTS, FEES, WITHHOLDINGS OR SIMILAR
CHARGES, AND LIABILITIES BEING HEREINAFTER REFERRED TO AS "TAXES").
IF THE
BORROWER SHALL BE REQUIRED BY ANY LAWS TO DEDUCT ANY TAXES OR OTHER TAXES FROM
OR IN RESPECT OF ANY SUM PAYABLE UNDER ANY LOAN DOCUMENT TO ANY AGENT OR ANY
LENDER, (I) 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 3.01), EACH OF SUCH AGENT AND SUCH LENDER RECEIVES AN
AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE,
(II) THE BORROWER SHALL MAKE SUCH DEDUCTIONS, (III) THE BORROWER SHALL PAY THE
FULL AMOUNT DEDUCTED TO THE RELEVANT TAXATION AUTHORITY OR OTHER AUTHORITY IN
ACCORDANCE WITH APPLICABLE LAWS, AND (IV) WITHIN THIRTY (30) DAYS