MAKE, TO
CONVERT BASE RATE LOANS INTO, OR TO CONTINUE, LIBOR LOANS SHALL BE SUSPENDED
(INCLUDING PURSUANT TO ANY BORROWING FOR WHICH THE ADMINISTRATIVE AGENT HAS
RECEIVED A NOTICE OF BORROWING BUT FOR WHICH THE BORROWING DATE HAS NOT
ARRIVED), AND (III) ANY NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION
GIVEN AT ANY TIME THEREAFTER WITH RESPECT TO LIBOR LOANS SHALL, AS TO SUCH
LENDER, BE DEEMED TO BE A REQUEST FOR A BASE RATE LOAN, IN EACH CASE UNTIL SUCH
LENDER SHALL HAVE DETERMINED THAT THE CIRCUMSTANCES GIVING RISE TO SUCH
SUSPENSION NO LONGER EXIST AND SHALL HAVE SO NOTIFIED THE ADMINISTRATIVE AGENT,
AND THE ADMINISTRATIVE AGENT SHALL HAVE SO NOTIFIED THE BORROWER. THE
ADMINISTRATIVE AGENT WILL NOTIFY THE BORROWER PROMPTLY UPON THE TERMINATION OF
ANY SUCH SUSPENSION; PROVIDED, HOWEVER, THAT THE FAILURE OF THE ADMINISTRATIVE
AGENT TO PROVIDE THE BORROWER WITH ANY SUCH NOTICE SHALL NOT RESULT IN ANY
LIABILITY ON THE PART OF THE ADMINISTRATIVE AGENT TO THE BORROWER.
(E)
A CERTIFICATE (WHICH SHALL BE IN REASONABLE DETAIL) SHOWING THE
BASES FOR THE DETERMINATIONS SET FORTH IN THIS SECTION 2.16 BY ANY LENDER AS TO
ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THIS SECTION 2.16 SHALL BE SUBMITTED
BY SUCH LENDER TO THE BORROWER EITHER DIRECTLY OR THROUGH THE ADMINISTRATIVE
AGENT. THE DETERMINATIONS SET FORTH IN ANY SUCH CERTIFICATE FOR PURPOSES OF THIS
SECTION 2.16 OF ANY INCREASED COSTS, REDUCTION IN RETURN, MARKET CONTINGENCIES,
ILLEGALITY OR ANY OTHER MATTER SHALL, ABSENT MANIFEST ERROR, BE CONCLUSIVE,
PROVIDED THAT SUCH DETERMINATIONS ARE MADE IN GOOD FAITH. NOTHING IN THIS
SECTION 2.16 SHALL REQUIRE OR BE CONSTRUED TO REQUIRE THE BORROWER TO PAY ANY
INTEREST, FEES, COSTS OR OTHER AMOUNTS IN EXCESS OF THAT PERMITTED BY APPLICABLE
LAW.
50
2.17
TAXES.
(A)
ANY AND ALL PAYMENTS BY THE BORROWER HEREUNDER OR UNDER ANY NOTE
SHALL BE MADE, IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF, FREE AND CLEAR
OF AND WITHOUT DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES, LEVIES,
IMPOSTS, DEDUCTIONS, CHARGES OR WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT
THERETO, EXCLUDING TAXES IMPOSED ON, OR MEASURED BY, THE OVERALL NET INCOME OR
PROFITS (OR FRANCHISE TAXES IMPOSED IN LIEU THEREOF) OF THE ADMINISTRATIVE AGENT
OR ANY LENDER BY THE JURISDICTION (OR ANY POLITICAL SUBDIVISION THEREOF) UNDER
THE LAWS OF WHICH THE ADMINISTRATIVE AGENT OR SUCH LENDER IS ORGANIZED OR IN
WHICH ITS PRINCIPAL OFFICE IS LOCATED OR, IN THE CASE OF ANY LENDER, IN WHICH
ITS APPLICABLE LENDING OFFICE IS LOCATED (ALL SUCH NONEXCLUDED TAXES, LEVIES,
IMPOSTS, DEDUCTIONS, CHARGES, WITHHOLDINGS AND LIABILITIES BEING HEREINAFTER
REFERRED TO AS "TAXES"). IF THE BORROWER SHALL BE REQUIRED BY LAW TO DEDUCT ANY
TAXES FROM OR IN RESPECT OF ANY SUM PAYABLE HEREUNDER OR UNDER ANY NOTE TO THE
ADMINISTRATIVE AGENT OR ANY LENDER, (I) THE SUM PAYABLE SHALL BE INCREASED AS
MAY BE NECESSARY SO THAT AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING
DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER THIS SECTION 2.17), THE
ADMINISTRATIVE AGENT OR SUCH LENDER, AS THE CASE