SUCH EVENT SHALL BE DEEMED TO INCLUDE AN
AMOUNT DETERMINED BY SUCH LENDER TO BE EQUAL TO THE EXCESS, IF ANY, OF (I) THE
AMOUNT OF INTEREST THAT SUCH LENDER WOULD PAY FOR A DEPOSIT EQUAL TO THE
PRINCIPAL AMOUNT OF SUCH LOAN DENOMINATED IN THE CURRENCY OF SUCH LOAN FOR THE
PERIOD FROM THE DATE OF SUCH PAYMENT, CONVERSION, FAILURE OR ASSIGNMENT TO THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A
FAILURE TO BORROW, CONVERT OR CONTINUE, THE DURATION OF THE INTEREST PERIOD THAT
WOULD HAVE RESULTED FROM SUCH BORROWING, CONVERSION OR CONTINUATION) IF THE
INTEREST RATE PAYABLE ON SUCH DEPOSIT WERE EQUAL TO THE ADJUSTED EUROCURRENCY
RATE FOR SUCH CURRENCY (IN THE CASE OF A SYNDICATED EUROCURRENCY LOAN) OR THE
EUROCURRENCY RATE FOR SUCH CURRENCY (IN THE CASE OF A COMPETITIVE EUROCURRENCY
LOAN) FOR SUCH INTEREST PERIOD, OVER (II) THE AMOUNT OF INTEREST THAT SUCH
LENDER WOULD EARN ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD IF SUCH LENDER WERE
TO INVEST SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE THAT WOULD
BE BID BY SUCH LENDER (OR AN AFFILIATE OF SUCH LENDER) FOR DEPOSITS DENOMINATED
IN SUCH CURRENCY FROM OTHER BANKS IN THE EUROCURRENCY MARKET AT THE COMMENCEMENT
OF SUCH PERIOD.
A CERTIFICATE OF ANY LENDER SETTING FORTH ANY AMOUNT OR AMOUNTS
THAT SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION SHALL BE
DELIVERED TO THE COMPANY AND SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE
COMPANY SHALL PAY SUCH LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE
WITHIN 10 DAYS AFTER RECEIPT THEREOF.
SECTION 2.18.
TAXES.
(a)
Payments Free of Taxes.
Any and all payments by or on account of any
obligation of any Borrower or any Account Party hereunder or under any other
Loan Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if any Borrower or any Account
Party 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, a Lender or an
Issuing Lender (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 or such
Account Party, as applicable, shall make
Credit Agreement
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such deductions and (iii) such Borrower or such Account Party, as the case may
be, shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.
(b)
Payment of Other Taxes.
In addition, each Borrower and each Account Party
shall pay any Other Taxes imposed on or incurred by the Administrative Agent, a
Lender or an Issuing Lender to the relevant Governmental Authority in accordance
with applicable law.
(c)
Indemnification.
Without duplication of the obligations of