RIGHT TO DEMAND
SUCH COMPENSATION.
SECTION 2.18.
FUNDING INDEMNITY.
IN THE EVENT OF
(A) THE PAYMENT OF ANY PRINCIPAL OF A EURODOLLAR LOAN OTHER THAN ON THE LAST DAY
OF THE INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF
DEFAULT), (B) THE CONVERSION OR CONTINUATION OF A EURODOLLAR LOAN OTHER THAN ON
THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO OR (C) THE FAILURE BY THE
BORROWER TO BORROW, PREPAY, CONVERT OR CONTINUE ANY EURODOLLAR LOAN ON THE DATE
SPECIFIED IN ANY APPLICABLE NOTICE (REGARDLESS OF WHETHER SUCH NOTICE IS
WITHDRAWN OR REVOKED), THEN, IN ANY SUCH EVENT, THE BORROWER SHALL COMPENSATE
EACH LENDER, WITHIN FIVE (5) BUSINESS DAYS AFTER
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WRITTEN DEMAND FROM SUCH LENDER, FOR ANY LOSS, COST OR EXPENSE ATTRIBUTABLE TO
SUCH EVENT.
IN THE CASE OF A EURODOLLAR LOAN, SUCH LOSS, COST OR EXPENSE SHALL
BE DEEMED TO INCLUDE AN AMOUNT DETERMINED BY SUCH LENDER TO BE THE EXCESS, IF
ANY, OF (A) THE AMOUNT OF INTEREST THAT WOULD HAVE ACCRUED ON THE PRINCIPAL
AMOUNT OF SUCH EURODOLLAR LOAN IF SUCH EVENT HAD NOT OCCURRED AT THE ADJUSTED
LIBO RATE APPLICABLE TO SUCH EURODOLLAR LOAN FOR THE PERIOD FROM THE DATE OF
SUCH EVENT TO THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD THEREFOR (OR IN
THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, FOR THE PERIOD THAT WOULD
HAVE BEEN THE INTEREST PERIOD FOR SUCH EURODOLLAR LOAN) OVER (B) THE AMOUNT OF
INTEREST THAT WOULD ACCRUE ON THE PRINCIPAL AMOUNT OF SUCH EURODOLLAR LOAN FOR
THE SAME PERIOD IF THE ADJUSTED LIBO RATE WERE SET ON THE DATE SUCH EURODOLLAR
LOAN WAS PREPAID OR CONVERTED OR THE DATE ON WHICH THE BORROWER FAILED TO
BORROW, CONVERT OR CONTINUE SUCH EURODOLLAR LOAN.
A CERTIFICATE AS TO ANY
ADDITIONAL AMOUNT PAYABLE UNDER THIS SECTION 2.18 SUBMITTED TO THE BORROWER BY
ANY LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT) SHALL BE CONCLUSIVE, ABSENT
MANIFEST ERROR.
SECTION 2.19.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF
ANY OBLIGATION OF THE BORROWER HEREUNDER SHALL BE MADE FREE AND CLEAR OF AND
WITHOUT DEDUCTION FOR ANY INDEMNIFIED TAXES OR OTHER TAXES; PROVIDED, THAT IF
THE BORROWER 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 2.19) THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE ISSUING BANK (AS THE CASE MAY BE) SHALL RECEIVE AN AMOUNT EQUAL TO
THE SUM IT WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE, (II) THE
BORROWER SHALL MAKE SUCH DEDUCTIONS AND (III) THE BORROWER SHALL PAY THE FULL
AMOUNT DEDUCTED TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH
APPLICABLE LAW.
(B)
IN ADDITION, THE BORROWER SHALL PAY ANY
OTHER TAXES TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE
LAW.
(C)
THE BORROWER SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH LENDER AND