SHALL BE
FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT ERROR.
SECTION 2.26
FUNDING LOSSES; LIBOR ADVANCES. THE BORROWER SHALL COMPENSATE EACH
LENDER, UPON ITS WRITTEN REQUEST, FOR ALL LOSSES, EXPENSES AND LIABILITIES
(INCLUDING ANY INTEREST PAID BY SUCH LENDER TO LENDERS OF FUNDS BORROWED BY IT
TO MAKE OR CARRY LIBOR ADVANCES TO THE EXTENT NOT RECOVERED BY SUCH LENDER IN
CONNECTION WITH THE RE-EMPLOYMENT OF SUCH FUNDS AND INCLUDING LOSS OF
ANTICIPATED PROFITS) WHICH SUCH LENDER MAY SUSTAIN: (I) IF FOR ANY REASON, OTHER
THAN A DEFAULT BY SUCH LENDER, A FUNDING OF A LIBOR ADVANCE DOES NOT OCCUR ON
THE DATE SPECIFIED THEREFOR IN THE BORROWER'S REQUEST OR NOTICE AS TO SUCH
ADVANCE UNDER SECTION 2.2 OR 2.6, OR (II) IF, FOR WHATEVER REASON (INCLUDING,
BUT NOT LIMITED TO, ACCELERATION OF THE MATURITY OF ADVANCES FOLLOWING AN EVENT
OF DEFAULT), ANY REPAYMENT OF A LIBOR ADVANCE, OR A CONVERSION PURSUANT TO
SECTION 2.24, OCCURS ON ANY DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD
APPLICABLE THERETO. A LENDER'S REQUEST FOR COMPENSATION SHALL SET FORTH THE
BASIS FOR THE AMOUNT REQUESTED AND SHALL BE FINAL, CONCLUSIVE AND BINDING,
ABSENT ERROR.
SECTION 2.27
DISCRETION OF LENDERS AS TO MANNER OF FUNDING. EACH LENDER SHALL
BE ENTITLED TO FUND AND MAINTAIN ITS FUNDING OF LIBOR ADVANCES IN ANY MANNER IT
MAY ELECT, IT BEING UNDERSTOOD, HOWEVER, THAT FOR THE PURPOSES OF THIS AGREEMENT
ALL DETERMINATIONS HEREUNDER (INCLUDING, BUT NOT LIMITED TO, DETERMINATIONS
UNDER SECTION 2.26) SHALL BE MADE AS IF SUCH LENDER HAD ACTUALLY FUNDED AND
MAINTAINED EACH LIBOR ADVANCE DURING THE INTEREST PERIOD FOR SUCH ADVANCE
THROUGH THE PURCHASE OF DEPOSITS HAVING A MATURITY CORRESPONDING TO THE LAST DAY
OF THE INTEREST PERIOD AND BEARING AN INTEREST RATE EQUAL TO THE LIBOR RATE FOR
SUCH INTEREST PERIOD.
SECTION 2.28
TAXES.
(A)
ANY AND ALL PAYMENTS BY THE BORROWER
HEREUNDER OR UNDER THE NOTES SHALL BE MADE FREE AND CLEAR OF AND WITHOUT
DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DEDUCTIONS,
CHARGES OF WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO, EXCLUDING, IN
THE CASE OF EACH LENDER AND THE AGENT, TAXES IMPOSED ON ITS OVERALL NET INCOME
AND FRANCHISE TAXES IMPOSED ON IT IN LIEU OF NET INCOME TAXES (ALL SUCH
NON-EXCLUDED TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES, WITHHOLDINGS AND
LIABILITIES IN RESPECT OF PAYMENTS HEREUNDER OR UNDER THE NOTES BEING
HEREINAFTER REFERRED TO AS "TAXES").
(B)
THE BORROWER AGREES TO PAY ANY PRESENT OR
FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY TAXES, CHARGES
OR SIMILAR LEVIES THAT ARISE FROM ANY PAYMENT MADE HEREUNDER OR UNDER THE NOTES
OR FROM THE EXECUTION, DELIVERY OR REGISTRATION OF, PERFORMING UNDER, OR
OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR THE NOTES (HEREINAFTER REFERRED TO
AS "OTHER TAXES").
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(C)
THE BORROWER SHALL INDEMNIFY EACH LENDER
AND THE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES IMPOSED ON OR PAID BY
SUCH LENDER OR THE AGENT AND ANY PENALTIES, INTEREST AND EXPENSES