AMOUNT RECEIVABLE HEREUNDER IN RESPECT THEREOF, THEN,
IN ANY SUCH CASE, THE PARENT BORROWER SHALL PROMPTLY PAY SUCH LENDER, UPON ITS
DEMAND, ANY ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER FOR SUCH
INCREASED COST OR REDUCED AMOUNT RECEIVABLE.
IF ANY LENDER BECOMES ENTITLED TO
CLAIM ANY ADDITIONAL AMOUNTS PURSUANT TO THIS PARAGRAPH, IT SHALL PROMPTLY
NOTIFY THE PARENT BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF THE
EVENT BY REASON OF WHICH IT HAS BECOME SO ENTITLED.
(B)
IF ANY LENDER SHALL HAVE DETERMINED THAT THE ADOPTION OF OR ANY CHANGE IN
ANY REQUIREMENT OF LAW REGARDING CAPITAL ADEQUACY OR IN THE INTERPRETATION OR
APPLICATION THEREOF OR COMPLIANCE BY SUCH LENDER OR ANY CORPORATION CONTROLLING
SUCH LENDER WITH ANY REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR
NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL AUTHORITY MADE SUBSEQUENT TO
THE DATE HEREOF SHALL HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON SUCH
LENDER'S OR SUCH CORPORATION'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS
HEREUNDER OR UNDER OR IN RESPECT OF ANY LETTER OF CREDIT TO A LEVEL BELOW THAT
WHICH SUCH LENDER OR SUCH CORPORATION COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION,
CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION SUCH LENDER'S OR SUCH
CORPORATION'S POLICIES WITH RESPECT TO CAPITAL ADEQUACY) (IN THE CASE OF DOLLAR
LOANS ONLY, BY AN AMOUNT DEEMED BY SUCH LENDER TO BE MATERIAL), THEN FROM TIME
TO TIME, AFTER SUBMISSION BY SUCH LENDER TO THE PARENT BORROWER (WITH A COPY TO
THE ADMINISTRATIVE AGENT) OF A WRITTEN REQUEST THEREFOR, THE PARENT BORROWER
26
SHALL PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE
SUCH LENDER OR SUCH CORPORATION FOR SUCH REDUCTION.
(C)
A CERTIFICATE SHOWING COMPUTATIONS AS TO ANY ADDITIONAL AMOUNTS PAYABLE
PURSUANT TO THIS SECTION SUBMITTED BY ANY LENDER TO THE PARENT BORROWER (WITH A
COPY TO THE ADMINISTRATIVE AGENT) SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST
ERROR, PROVIDED THAT THE COMPUTATIONS AND ANY ALLOCATIONS THEREIN ARE ON A
REASONABLE BASIS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, THE
BORROWERS SHALL NOT BE REQUIRED TO COMPENSATE A LENDER PURSUANT TO THIS
SECTION FOR ANY AMOUNTS INCURRED, IN THE CASE OF DOLLAR LOANS, MORE THAN NINE
MONTHS OR, IN THE CASE OF MULTICURRENCY LOANS, MORE THAN 12 MONTHS PRIOR TO THE
DATE THAT SUCH LENDER NOTIFIES THE PARENT BORROWER OF SUCH LENDER'S INTENTION TO
CLAIM COMPENSATION THEREFOR; PROVIDED THAT, IF THE CIRCUMSTANCES GIVING RISE TO
SUCH CLAIM HAVE A RETROACTIVE EFFECT, THEN SUCH NINE-MONTH OR 12-MONTH PERIOD,
AS THE CASE MAY BE, SHALL BE EXTENDED TO INCLUDE THE PERIOD OF SUCH RETROACTIVE
EFFECT.
THE OBLIGATIONS OF PARENT BORROWER PURSUANT TO THIS SECTION SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER.
2.17
Taxes.
(a) All payments made by any Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or