TO ANY AMOUNTS OWING UNDER THIS PARAGRAPH SHALL BE CONCLUSIVE IN THE
ABSENCE OF MANIFEST ERROR.
IF SUCH LENDER'S SHARE OF SUCH BORROWING IS NOT MADE
AVAILABLE TO THE ADMINISTRATIVE AGENT BY SUCH LENDER WITHIN THREE BUSINESS DAYS
AFTER SUCH BORROWING DATE, THE ADMINISTRATIVE AGENT SHALL ALSO BE ENTITLED TO
RECOVER SUCH AMOUNT WITH INTEREST THEREON AT THE RATE PER ANNUM APPLICABLE TO
ABR LOANS ON DEMAND FROM THE RELEVANT BORROWER.
(E)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED IN WRITING BY THE
RELEVANT BORROWER PRIOR TO THE DATE OF ANY PAYMENT DUE TO BE MADE BY SUCH
BORROWER HEREUNDER THAT SUCH
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BORROWER WILL NOT MAKE SUCH PAYMENT TO THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH BORROWER IS MAKING SUCH PAYMENT, AND
THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE REQUIRED TO, IN RELIANCE UPON
SUCH ASSUMPTION, MAKE AVAILABLE TO THE LENDERS THEIR RESPECTIVE PRO RATA SHARES
OF A CORRESPONDING AMOUNT.
IF SUCH PAYMENT IS NOT MADE TO THE ADMINISTRATIVE
AGENT BY THE RELEVANT BORROWER WITHIN THREE BUSINESS DAYS AFTER SUCH DUE DATE,
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RECOVER, ON DEMAND, FROM EACH
LENDER TO WHICH ANY AMOUNT WHICH WAS MADE AVAILABLE PURSUANT TO THE PRECEDING
SENTENCE, SUCH AMOUNT WITH INTEREST THEREON AT THE RATE PER ANNUM EQUAL TO THE
DAILY AVERAGE FEDERAL FUNDS EFFECTIVE RATE.
NOTHING HEREIN SHALL BE DEEMED TO
LIMIT THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY LENDER AGAINST THE RELEVANT
BORROWER.
2.16
Requirements of Law.
(a)
If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof:
(I)
SHALL SUBJECT ANY LENDER TO ANY TAX OF ANY KIND WHATSOEVER WITH RESPECT TO
THIS AGREEMENT, ANY LETTER OF CREDIT, ANY APPLICATION, ANY EUROCURRENCY LOAN OR
ANY MULTICURRENCY SWINGLINE LOAN MADE BY IT, OR CHANGE THE BASIS OF TAXATION OF
PAYMENTS TO SUCH LENDER IN RESPECT THEREOF (EXCEPT FOR NON-EXCLUDED TAXES
COVERED BY SECTION 2.17 AND CHANGES IN THE RATE OF TAX ON THE OVERALL NET INCOME
OF SUCH LENDER);
(II)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE, SPECIAL DEPOSIT,
COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, DEPOSITS OR OTHER
LIABILITIES IN OR FOR THE ACCOUNT OF, ADVANCES, LOANS OR OTHER EXTENSIONS OF
CREDIT BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF SUCH LENDER THAT
IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF THE EUROCURRENCY RATE; OR
(III)
SHALL IMPOSE ON SUCH LENDER ANY OTHER CONDITION;
AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE COST TO SUCH LENDER
(IN THE CASE OF DOLLAR LOANS ONLY, BY AN AMOUNT THAT SUCH LENDER DEEMS TO BE
MATERIAL) OF MAKING, CONVERTING INTO, CONTINUING OR MAINTAINING EUROCURRENCY
LOANS, MULTICURRENCY SWINGLINE LOANS OR ISSUING OR PARTICIPATING IN LETTERS OF
CREDIT, OR TO REDUCE ANY