BORROW, CONVERT, CONTINUE OR PREPAY ANY EUROCURRENCY
LOAN ON THE DATE SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO (REGARDLESS
OF WHETHER SUCH NOTICE MAY BE REVOKED UNDER SECTION 2.11(A) AND IS REVOKED IN
ACCORDANCE THEREWITH) OR (D) THE ASSIGNMENT OF ANY EUROCURRENCY 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, THEN, IN ANY SUCH EVENT, THE
BORROWERS SHALL COMPENSATE EACH LENDER FOR THE LOSS, COST AND EXPENSE
ATTRIBUTABLE TO SUCH EVENT.
SUCH LOSS, COST OR EXPENSE TO ANY LENDER SHALL BE
DEEMED TO INCLUDE AN AMOUNT REASONABLY DETERMINED BY SUCH LENDER TO BE THE
EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST WHICH 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 WHICH WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT THE
INTEREST RATE WHICH SUCH LENDER WOULD BID WERE IT TO BID, AT THE COMMENCEMENT OF
SUCH PERIOD, FOR DEPOSITS IN THE RELEVANT CURRENCY OF A COMPARABLE AMOUNT AND
PERIOD FROM OTHER BANKS IN THE EUROCURRENCY MARKET.
A CERTIFICATE OF ANY LENDER
SETTING FORTH ANY AMOUNT OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE
PURSUANT TO THIS SECTION TOGETHER WITH A REASONABLY DETAILED CALCULATION AND
DESCRIPTION OF SUCH AMOUNTS OWING PURSUANT TO THIS SECTION, SHALL BE DELIVERED
TO THE APPLICABLE BORROWER AND SHALL BE
37
CONCLUSIVE ABSENT MANIFEST ERROR.
THE APPLICABLE BORROWER SHALL PAY SUCH LENDER
THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN TEN (10) DAYS AFTER
RECEIPT THEREOF.
SECTION 2.17.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
OBLIGATION OF EACH BORROWER HEREUNDER 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, 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) SUCH BORROWER SHALL MAKE
SUCH DEDUCTIONS AND (III) SUCH BORROWER SHALL PAY THE FULL AMOUNT DEDUCTED TO
THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
(B)
IN ADDITION, EACH BORROWER SHALL PAY ANY OTHER TAXES RELATED TO SUCH
BORROWER AND IMPOSED ON OR INCURRED BY THE ADMINISTRATIVE AGENT, A LENDER OR ANY
ISSUING BANK TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE