OR
(D) THE ASSIGNMENT OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE
INTEREST PERIOD APPLICABLE THERETO AS A RESULT OF A REQUEST BY THE BORROWERS
PURSUANT TO SECTION 2.19, THEN, IN ANY SUCH EVENT, THE BORROWERS SHALL
COMPENSATE EACH LENDER FOR THE LOSS, COST AND EXPENSE ATTRIBUTABLE TO SUCH
EVENT.
IN THE CASE OF A EURODOLLAR 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 ADJUSTED LIBO
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 THAT SUCH LENDER WOULD BID WERE IT TO BID, AT THE COMMENCEMENT OF
SUCH PERIOD, FOR DOLLAR DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER
BANKS IN THE EURODOLLAR MARKET.
A CERTIFICATE OF ANY LENDER SETTING FORTH ANY
AMOUNT OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS
SECTION SHALL BE DELIVERED TO THE BORROWERS AND SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
THE BORROWERS SHALL PAY SUCH LENDER THE AMOUNT SHOWN AS DUE ON
ANY SUCH CERTIFICATE WITHIN 10 DAYS AFTER RECEIPT THEREOF.
SECTION 2.17.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
OBLIGATION OF THE BORROWERS 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 THE BORROWERS 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, LENDER OR ISSUING BANK (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 GOVERNMENTAL AUTHORITY IN
ACCORDANCE WITH APPLICABLE LAW.
(B)
IN ADDITION, THE BORROWERS SHALL PAY ANY OTHER TAXES TO THE RELEVANT
GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
(C)
THE BORROWERS SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, EACH LENDER AND THE
ISSUING BANK, WITHIN 10 BUSINESS DAYS AFTER WRITTEN DEMAND THEREFOR, FOR THE
FULL AMOUNT OF ANY INDEMNIFIED TAXES OR OTHER TAXES PAID BY THE ADMINISTRATIVE
AGENT, SUCH LENDER OR THE ISSUING BANK, AS THE CASE MAY BE, ON OR WITH RESPECT
TO ANY PAYMENT BY OR ON ACCOUNT OF ANY OBLIGATION