AMOUNT OF TAXES OF ANY KIND IMPOSED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.9, IMPOSED ON OR PAID BY
THE LENDER AND ANY LIABILITY (INCLUDING PENALTIES, ADDITIONS TO TAX, INTEREST
AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO. THIS INDEMNIFICATION
SHALL BE MADE WITHIN THIRTY DAYS FROM THE DATE THE LENDER MAKES WRITTEN DEMAND
THEREFOR.
(D)
RECEIPT FOR PAYMENT. WITHIN THIRTY DAYS
AFTER THE DATE OF ANY PAYMENT OF TAXES OR OTHER TAXES PURSUANT TO
SECTION 2.9(A), (B) OR (C), THE BORROWER SHALL FURNISH TO THE LENDER, AT ITS
ADDRESS REFERRED TO IN SECTION 10.6, THE ORIGINAL OR A CERTIFIED COPY OF A
RECEIPT EVIDENCING SUCH PAYMENT, TO THE EXTENT THAT SUCH RECEIPT IS ISSUED
THEREFOR OR SUCH OTHER WRITTEN PROOF OF PAYMENT THEREOF THAT IS REASONABLY
SATISFACTORY TO THE LENDER.
(E)
LENDER TAX RETURNS. NOTHING CONTAINED IN
THIS SECTION 2.9 SHALL REQUIRE THE LENDER TO MAKE AVAILABLE ANY OF ITS TAX
RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES WHICH IT DEEMS TO BE
CONFIDENTIAL OR PROPRIETARY). NOTHING HEREIN CONTAINED SHALL INTERFERE WITH THE
RIGHTS OF THE LENDER TO ARRANGE ITS TAX AFFAIRS IN WHATEVER MANNER IT THINKS FIT
AND, IN PARTICULAR, THE LENDER SHALL BE UNDER NO OBLIGATION TO CLAIM CREDIT,
RELIEF, REMISSION OR REPAYMENT FROM OR AGAINST ITS CORPORATE PROFITS OR SIMILAR
TAX LIABILITY IN RESPECT OF THE AMOUNT OF SUCH DEDUCTION OR WITHHOLDING IN
PRIORITY TO ANY OTHER CLAIMS, RELIEFS, CREDITS OR DEDUCTIONS AVAILABLE TO IT OR
TO DISCLOSE ANY INFORMATION RELATING TO ITS TAX AFFAIRS.
SECTION 2.10 FUNDING LOSS INDEMNIFICATION.
(A)
IF THE BORROWER SHALL REPAY, PREPAY OR
CONVERT ANY LIBOR RATE FUNDING (INCLUDING ANY DEEMED CONVERSION RESULTING FROM
THE IMPOSITION OF THE DEFAULT RATE) ON ANY DAY OTHER THAN THE LAST DAY OF AN
INTEREST PERIOD THEREFOR (WHETHER AS A SCHEDULED PAYMENT, AN OPTIONAL PREPAYMENT
OR CONVERSION, A MANDATORY
33
PREPAYMENT OR CONVERSION, A PAYMENT UPON ACCELERATION OR OTHERWISE) OR FAIL TO
BORROW ANY LIBOR RATE FUNDING FOR WHICH A FUNDING REQUEST HAS BEEN DELIVERED TO
THE LENDER (WHETHER AS A RESULT OF THE FAILURE TO SATISFY ANY APPLICABLE
CONDITIONS OR OTHERWISE) THE BORROWER SHALL PAY TO THE LENDER WITHIN FIVE
BUSINESS DAYS AFTER DEMAND A PREPAYMENT FEE OR FAILURE TO BORROW FEE, AS THE
CASE MAY BE (DETERMINED AS THOUGH 100% OF THE LIBOR RATE FUNDING HAD BEEN FUNDED
IN THE LONDON INTERBANK EURODOLLAR CURRENCY MARKET), EQUAL TO THE SUM OF:
(I)
THE AMOUNT, IF ANY, BY WHICH (A) THE
ADDITIONAL INTEREST WOULD HAVE ACCRUED ON THE AMOUNT PREPAID OR NOT BORROWED AT
THE LIBOR RATE IF THAT AMOUNT HAD REMAINED OR BEEN OUTSTANDING THROUGH THE LAST
DAY OF THE APPLICABLE INTEREST PERIOD EXCEEDS (B) THE INTEREST THAT THE LENDER
COULD RECOVER BY PLACING SUCH AMOUNT ON DEPOSIT IN THE LONDON INTERBANK
EURODOLLAR CURRENCY MARKET FOR A PERIOD BEGINNING ON THE DATE OF THE PREPAYMENT
OR FAILURE TO BORROW AND ENDING ON THE LAST DAY OF THE APPLICABLE INTEREST
PERIOD (OR, IF NO DEPOSIT RATE QUOTATION IS AVAILABLE