THAN ON THE LAST DAY OF AN
INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF
DEFAULT), (B) THE CONVERSION OF ANY LIBOR LOAN OR ANY EURIBOR LOAN OTHER THAN ON
THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, (C) THE FAILURE TO
BORROW, CONVERT, CONTINUE OR PREPAY ANY LIBOR LOAN OR ANY EURIBOR LOAN ON THE
DATE SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO (REGARDLESS OF WHETHER
SUCH NOTICE MAY BE REVOKED UNDER SECTION 2.10(D) AND IS REVOKED IN ACCORDANCE
THEREWITH) OR (D) THE ASSIGNMENT OF ANY LIBOR LOAN OR ANY EURIBOR LOAN OTHER
THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO AS A RESULT OF A
REQUEST BY THE APPLICABLE BORROWER PURSUANT TO SECTION 2.18 OR THE CAM
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EXCHANGE, THEN, IN ANY SUCH EVENT, THE APPLICABLE BORROWER SHALL COMPENSATE EACH
LENDER FOR THE LOSS, COST AND EXPENSE ATTRIBUTABLE TO SUCH EVENT.
IN THE CASE
OF A LIBOR LOAN OR A EURIBOR LOAN, SUCH LOSS, COST OR EXPENSE TO ANY LENDER
SHALL BE DEEMED TO INCLUDE AN AMOUNT DETERMINED BY SUCH LENDER TO BE THE EXCESS,
IF ANY, OF (I) THE AMOUNT OF INTEREST WHICH WOULD HAVE ACCRUED ON THE PRINCIPAL
AMOUNT OF SUCH LOAN HAD SUCH EVENT NOT OCCURRED, AT THE ADJUSTED LIBO RATE OR
THE ADJUSTED EURIBO RATE, AS THE CASE MAY BE, THAT WOULD HAVE BEEN APPLICABLE TO
SUCH 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 LOAN) OVER (II) THE AMOUNT OF INTEREST THAT WOULD ACCRUE ON SUCH PRINCIPAL
AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE WHICH SUCH LENDER WOULD BID WERE IT
TO BID, AT THE COMMENCEMENT OF SUCH PERIOD, FOR DEPOSITS IN THE APPLICABLE
CURRENCY OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER BANKS IN THE LONDON OR
EUROPEAN INTERBANK MARKET.
A CERTIFICATE OF ANY LENDER SETTING FORTH IN
REASONABLE DETAIL 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 2.16. TAXES.
(A) ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
OBLIGATION OF A CREDIT 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 CREDIT 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)
EACH AGENT, EACH LENDER AND THE ISSUING BANK (AS THE CASE MAY BE) RECEIVES AN
AMOUNT