OR DELAY ON THE PART OF ANY
LENDER OR THE ISSUING BANK TO DEMAND COMPENSATION PURSUANT TO THIS SECTION 2.18
SHALL NOT CONSTITUTE A WAIVER OF SUCH LENDER'S OR THE ISSUING BANK'S RIGHT TO
DEMAND SUCH COMPENSATION;
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 2.18, THE
BORROWER SHALL NOT BE REQUIRED TO COMPENSATE A LENDER OR THE ISSUING BANK
PURSUANT TO THIS SECTION 2.18 FOR ANY AMOUNTS INCURRED PRIOR TO THE DATE THAT
SUCH LENDER OR THE ISSUING BANK NOTIFIES THE BORROWER OF SUCH LENDER'S OR THE
ISSUING BANK'S INTENTION TO CLAIM COMPENSATION THEREFOR; PROVIDED THAT, IF THE
CIRCUMSTANCES GIVING RISE TO SUCH CLAIM HAVE A RETROACTIVE EFFECT, THEN SUCH
SIX-MONTH PERIOD SHALL BE EXTENDED TO INCLUDE THE PERIOD OF SUCH RETROACTIVE
EFFECT.
SECTION 2.19.
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ANY APPLICABLE NOTICE (REGARDLESS OF WHETHER SUCH NOTICE IS WITHDRAWN OR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 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 2.19 SUBMITTED TO THE BORROWER BY ANY LENDER (WITH A COPY TO THE
ADMINISTRATIVE AGENT) SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
SECTION 2.20.
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,