WHICH IS RESIDENT IN IRELAND FOR THE PURPOSES OF IRISH
TAX OR WHICH CARRIES ON A TRADE IN IRELAND THROUGH A BRANCH OR AGENCY:
65
(a)
which advances money pursuant to this Agreement in the ordinary course of a
trade which includes the lending of money;
(b)
in whose hands any interest payable in respect of this Agreement is taken
into account in computing the trading income of the Company; and
(c)
that has complied with all of the provisions of Section 246(5)(a) of the
Taxes Consolidation Act, 1997, as amended, of Ireland (the "Taxes Act")
including the making of appropriate notifications thereunder to the Irish
Revenue Commissioners; or
(V)
A QUALIFYING COMPANY WITHIN THE MEANING OF SECTION 110 OF THE TAXES ACT.
(Z) In the case of any Irish Revolving Credit Borrower that is an Irish Bank,
each Irish Revolving Credit Lender confirms that it is an Irish Bank or that it
will file with such Irish Revolving Credit Borrower prior to any interest
payment being made a declaration in accordance with Section 263 of the Taxes Act
confirming that it is not a resident of Ireland.
2.22.
INDEMNITY(A)
.
IF (A) ANY PAYMENT OF PRINCIPAL OF ANY EUROCURRENCY LOAN
IS MADE BY A BORROWER TO OR FOR THE ACCOUNT OF A LENDER OTHER THAN ON THE LAST
DAY OF THE INTEREST PERIOD FOR SUCH EUROCURRENCY LOAN AS A RESULT OF A PAYMENT
OR CONVERSION PURSUANT TO SUBSECTION 2.10, 2.11, 2.13, OR 2.20, AS A RESULT OF
ACCELERATION OF THE MATURITY OF THE LOANS PURSUANT TO SECTION 7 OR FOR ANY OTHER
REASON, (B) ANY BORROWING OF EUROCURRENCY LOANS IS NOT MADE AS A RESULT OF A
WITHDRAWN NOTICE OF BORROWING, (C) ANY BASE RATE LOAN IS NOT CONVERTED INTO A
EUROCURRENCY LOAN AS A RESULT OF A WITHDRAWN NOTICE OF CONVERSION OR
CONTINUATION, (D) ANY EUROCURRENCY LOAN IS NOT CONTINUED AS A EUROCURRENCY LOAN
AS A RESULT OF A WITHDRAWN NOTICE OF CONVERSION OR CONTINUATION OR (F) ANY
PREPAYMENT OF PRINCIPAL OF ANY EUROCURRENCY LOAN IS NOT MADE AS A RESULT OF A
WITHDRAWN NOTICE OF PREPAYMENT PURSUANT TO SUBSECTION 2.10, THE APPLICABLE
BORROWER SHALL, AFTER RECEIPT OF A WRITTEN REQUEST BY SUCH LENDER (WHICH REQUEST
SHALL SET FORTH IN REASONABLE DETAIL THE BASIS FOR REQUESTING SUCH AMOUNT), PAY
TO THE AGENT FOR THE ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO COMPENSATE
SUCH LENDER FOR ANY ADDITIONAL LOSSES, COSTS OR EXPENSES THAT SUCH LENDER MAY
REASONABLY INCUR AS A RESULT OF SUCH PAYMENT, FAILURE TO CONVERT, FAILURE TO
CONTINUE OR FAILURE TO PREPAY, INCLUDING ANY LOSS, COST OR EXPENSE (EXCLUDING
LOSS OF ANTICIPATED PROFITS) ACTUALLY INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY ANY LENDER TO FUND OR
MAINTAIN SUCH EUROCURRENCY LOAN.
2.23.
Notice of Amounts Payable; Relocation of Funding Office; Mandatory
Assignment.
(o)In the event that any Lender becomes aware that any amounts are
or will be owed to it pursuant to subsection 2.19, 2.20, 2.21(a) or 2.22,