RECEIVE PAYMENTS WITHOUT OR AT
A REDUCED RATE OF DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME
TAXES.
EACH SUCH NON-U.S. LENDER WILL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT
AND THE COMPANY OF ANY CHANGES IN CIRCUMSTANCES THAT WOULD MODIFY OR RENDER
INVALID ANY CLAIMED EXEMPTION OR REDUCTION.
(E)
THE BORROWERS SHALL NOT BE REQUIRED TO
INDEMNIFY ANY NON-U.S. LENDER, OR TO PAY ANY ADDITIONAL AMOUNTS TO ANY NON-U.S.
LENDER, IN RESPECT OF UNITED STATES FEDERAL WITHHOLDING TAX TO THE EXTENT THAT
(I) THE OBLIGATION TO WITHHOLD AMOUNTS WITH RESPECT TO UNITED STATES FEDERAL
WITHHOLDING TAX EXISTED ON THE DATE SUCH NON-U.S. LENDER BECAME A PARTY TO THIS
AGREEMENT; PROVIDED, HOWEVER, THAT THIS CLAUSE (I) SHALL NOT APPLY TO THE EXTENT
THAT (Y) THE INDEMNITY PAYMENTS OR ADDITIONAL AMOUNTS ANY LENDER WOULD BE
ENTITLED TO RECEIVE (WITHOUT REGARD TO THIS CLAUSE (I)) DO NOT EXCEED THE
INDEMNITY PAYMENT OR ADDITIONAL AMOUNTS THAT THE PERSON MAKING
57
THE ASSIGNMENT, PARTICIPATION OR TRANSFER TO SUCH LENDER WOULD HAVE BEEN
ENTITLED TO RECEIVE IN THE ABSENCE OF SUCH ASSIGNMENT, PARTICIPATION OR
TRANSFER, OR (Z) SUCH ASSIGNMENT, PARTICIPATION OR TRANSFER WAS REQUESTED BY ANY
BORROWER, (II) THE OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT HAVE
ARISEN BUT FOR A FAILURE BY SUCH NON-U.S. LENDER TO COMPLY WITH THE PROVISIONS
OF SECTION 2.17(D), OR (III) ANY OF THE REPRESENTATIONS OR CERTIFICATIONS MADE
BY A NON-U.S. LENDER PURSUANT TO SECTION 2.17(D) ARE INCORRECT AT THE TIME A
PAYMENT HEREUNDER IS MADE, OTHER THAN BY REASON OF ANY CHANGE IN TREATY, LAW OR
REGULATION HAVING EFFECT AFTER THE DATE SUCH REPRESENTATIONS OR CERTIFICATIONS
WERE MADE.
2.18
COMPENSATION.
EACH BORROWER WILL COMPENSATE EACH
LENDER UPON DEMAND FOR ALL LOSSES, EXPENSES AND LIABILITIES (INCLUDING, WITHOUT
LIMITATION, ANY LOSS, EXPENSE OR LIABILITY INCURRED BY REASON OF THE LIQUIDATION
OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS REQUIRED BY SUCH LENDER TO FUND OR
MAINTAIN LIBOR LOANS) THAT SUCH LENDER MAY INCUR OR SUSTAIN (I) IF FOR ANY
REASON (OTHER THAN A DEFAULT BY SUCH LENDER) A BORROWING OR CONTINUATION OF, OR
CONVERSION INTO, A LIBOR LOAN BY OR TO SUCH BORROWER DOES NOT OCCUR ON A DATE
SPECIFIED THEREFOR IN A NOTICE OF BORROWING OR NOTICE OF
CONVERSION/CONTINUATION, (II) IF ANY REPAYMENT, PREPAYMENT OR CONVERSION OF ANY
LIBOR LOAN BY OR TO SUCH BORROWER OCCURS ON A DATE OTHER THAN THE LAST DAY OF AN
INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A CONSEQUENCE OF ACCELERATION
OF THE MATURITY OF THE LOANS PURSUANT TO SECTION 2.9), (III) IF ANY PREPAYMENT
OF ANY LIBOR LOAN BY SUCH BORROWER IS NOT MADE ON ANY DATE SPECIFIED IN A NOTICE
OF PREPAYMENT GIVEN BY SUCH BORROWER, (IV) AS A CONSEQUENCE OF ANY OTHER FAILURE
BY SUCH BORROWER TO MAKE ANY PAYMENTS WITH RESPECT TO ANY LIBOR LOAN WHEN DUE
HEREUNDER, OR (V) AS A CONSEQUENCE OF ANY FAILURE BY SUCH BORROWER TO PAY A
FOREIGN CURRENCY REVOLVING LOAN IN THE APPLICABLE FOREIGN CURRENCY.
CALCULATION
OF ALL AMOUNTS PAYABLE TO A LENDER UNDER THIS SECTION