ANY EUROCURRENCY LOAN OR TIBOR LOAN
TO A LOAN OF A DIFFERENT TYPE OR INTEREST PERIOD OTHER THAN ON THE LAST DAY OF
THE INTEREST PERIOD APPLICABLE THERETO, (C) THE FAILURE TO BORROW, CONVERT,
CONTINUE OR PREPAY ANY LOAN ON THE DATE SPECIFIED IN ANY NOTICE DELIVERED
PURSUANT HERETO (REGARDLESS OF WHETHER SUCH NOTICE MAY BE REVOKED UNDER
SECTION 2.11(D) AND IS REVOKED IN ACCORDANCE THEREWITH), OR (D) THE ASSIGNMENT
OR DEEMED ASSIGNMENT OF ANY EUROCURRENCY LOAN, TIBOR LOAN OR FIXED RATE LOAN
OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO AS A RESULT
OF A REQUEST BY THE COMPANY PURSUANT TO SECTION 2.19 OR THE CAM EXCHANGE, THEN,
IN ANY SUCH EVENT, THE APPLICABLE BORROWER SHALL COMPENSATE EACH LENDER FOR THE
LOSS, COST AND EXPENSE ATTRIBUTABLE TO SUCH EVENT.
IN THE CASE OF A
EUROCURRENCY LOAN OR TIBOR LOAN, SUCH LOSS, COST OR EXPENSE TO ANY LENDER SHALL
BE DEEMED TO INCLUDE AN AMOUNT DETERMINED BY SUCH LENDER TO BE THE EXCESS, IF
ANY, OF (I) THE AMOUNT OF INTEREST THAT WOULD HAVE ACCRUED ON THE PRINCIPAL
AMOUNT OF SUCH LOAN HAD SUCH EVENT NOT OCCURRED, AT THE LIBO RATE OR TIBO RATE
THAT WOULD HAVE BEEN APPLICABLE TO SUCH LOAN, FOR THE PERIOD FROM THE DATE 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
THAT WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE
SUCH LENDER WOULD BID WERE IT TO BID, AT THE COMMENCEMENT OF SUCH PERIOD, FOR
DEPOSITS IN THE APPLICABLE CURRENCY OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER
BANKS IN THE LONDON OR TOKYO INTERBANK MARKET.
A CERTIFICATE OF ANY LENDER
SETTING FORTH ANY AMOUNT OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE
PURSUANT TO THIS SECTION, AND SETTING FORTH IN REASONABLE DETAIL THE
CALCULATIONS USED BY SUCH LENDER TO DETERMINE SUCH AMOUNT OR AMOUNTS, SHALL BE
DELIVERED TO THE APPLICABLE BORROWER AND SHALL BE CONCLUSIVE ABSENT MANIFEST
ERROR.
THE APPLICABLE BORROWER SHALL PAY SUCH LENDER THE AMOUNT SHOWN AS DUE ON
ANY SUCH CERTIFICATE WITHIN 15 BUSINESS DAYS AFTER RECEIPT THEREOF.
43
SECTION 2.17.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
BORROWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE MADE FREE AND CLEAR
OF AND WITHOUT DEDUCTION FOR ANY INDEMNIFIED TAXES OR OTHER TAXES; PROVIDED THAT
IF ANY BORROWER SHALL BE REQUIRED TO DEDUCT ANY INDEMNIFIED TAXES OR OTHER TAXES
FROM SUCH PAYMENTS, THEN (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) THE ADMINISTRATIVE AGENT, THE LONDON
AGENT, THE TOKYO AGENT OR THE APPLICABLE LENDER OR ISSUING BANK, AS THE CASE MAY
BE, RECEIVES AN AMOUNT EQUAL TO THE SUM IT