LAW, RULE, REGULATION, TREATY OR
DIRECTIVE WOULD IMPOSE OR INCREASE RESERVE REQUIREMENTS (OTHER THAN AS TAKEN
INTO ACCOUNT IN THE DEFINITION OF LIBOR RATE AND THE RESULT OF ANY OF THE
FOREGOING IS TO INCREASE THE COST TO AGENT OR ANY SUCH LENDER OF ISSUING ANY
LETTER OF CREDIT OR MAKING OR CONTINUING ANY LIBOR LOAN HEREUNDER, AS THE CASE
MAY BE, OR TO REDUCE ANY AMOUNT RECEIVABLE HEREUNDER, THEN BORROWER SHALL FROM
TIME TO TIME WITHIN THIRTY (30) DAYS AFTER NOTICE AND DEMAND FROM AGENT TO
BORROWER (TOGETHER WITH THE CERTIFICATE REFERRED TO IN THE NEXT SENTENCE) PAY TO
AGENT ITSELF OR, FOR THE ACCOUNT OF (AND AGENT SHALL PROMPTLY PAY OVER TO) ALL
SUCH AFFECTED LENDERS, AS APPLICABLE, ADDITIONAL AMOUNTS SUFFICIENT TO
COMPENSATE THE AGENT AND SUCH LENDERS FOR SUCH INCREASED COST OR REDUCED AMOUNT;
PROVIDED, THAT SUCH LENDER SHALL NOT BE ENTITLED TO ANY SUCH AMOUNTS TO THE
EXTENT THAT THE EVENT GIVING RISE TO SUCH ASSESSMENT OCCURRED MORE THAN NINETY
(90) DAYS PRIOR TO THE DATE SUCH NOTICE AND DEMAND IS GIVEN TO BORROWER;
PROVIDED, HOWEVER, THAT IF THE EVENT GIVING RISE TO SUCH ASSESSMENT HAS A
RETROACTIVE EFFECT, THEN SUCH NINETY (90) DAY PERIOD SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF SUCH RETROACTIVE EFFECT.
A CERTIFICATE AS TO THE AMOUNT
OF SUCH COST AND SHOWING THE BASIS OF THE COMPUTATION OF SUCH COST SUBMITTED BY
AGENT ON BEHALF OF ALL SUCH AFFECTED LENDERS TO BORROWER SHALL, ABSENT MANIFEST
ERROR, BE FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES.
1.9.
TAXES.
(A)
NO DEDUCTIONS.
ANY AND ALL PAYMENTS OR
REIMBURSEMENTS MADE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE MADE
FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL CHARGES, PRESENT OR
FUTURE, TAXES, LEVIES, IMPOSTS, DEDUCTIONS OR
16
WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO (INCLUDING ANY INTEREST,
ADDITIONS TO TAX OR PENALTIES APPLICABLE THERETO) OF ANY NATURE WHATSOEVER
IMPOSED BY ANY GOVERNMENTAL AUTHORITY OR BY ANY POLITICAL SUBDIVISION OR TAXING
AUTHORITY THEREOF OR THEREIN WITH RESPECT TO SUCH PAYMENTS (BUT EXCLUDING ANY
TAX IMPOSED ON OR MEASURED BY THE NET INCOME OR PROFITS OR ANY FRANCHISE OR
OTHER TAX IN LIEU THEREOF (INCLUDING BRANCH PROFITS OR SIMILAR TAXES) OF AGENT
OR LENDER BY (I) THE JURISDICTION UNDER THE LAWS OF WHICH SUCH AGENT OR LENDER
IS ORGANIZED OR ANY POLITICAL SUBDIVISION THEREOF, OR (II) THE JURISDICTION OF
SUCH AGENT'S OR LENDER'S APPLICABLE LENDING OFFICE OR ANY POLITICAL SUBDIVISION
THEREOF) AND ALL INTEREST, PENALTIES OR SIMILAR LIABILITIES WITH RESPECT THERETO
(ALL SUCH NON-EXCLUDED TAXES, LEVIES, IMPOSTS, DUTIES, FEES, ASSESSMENTS OR
OTHER CHARGES BEING REFERRED TO COLLECTIVELY AS "TAXES").
IF BORROWER SHALL BE
REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN RESPECT OF ANY SUM PAYABLE
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO ANY LENDER OR AGENT, (I) THE SUM
PAYABLE HEREUNDER SHALL BE INCREASED AS MAY BE NECESSARY SO THAT, AFTER MAKING
ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS
PAYABLE PURSUANT TO THIS SECTION 1.9), SUCH