NOTICE MAY BE REVOKED UNDER SECTION
2.7(C) AND IS REVOKED IN ACCORDANCE THEREWITH), OR (D) THE ASSIGNMENT OF ANY
EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD OR MATURITY
DATE APPLICABLE THERETO AS A RESULT OF A REQUEST BY THE COMPANY PURSUANT TO
SECTION 3.8(B), THEN, IN ANY SUCH EVENT, THE RELEVANT BORROWER OR THE COMPANY,
AS APPLICABLE, SHALL COMPENSATE EACH LENDER FOR THE LOSS, COST AND EXPENSE
ATTRIBUTABLE TO SUCH EVENT. IN THE CASE OF A EURODOLLAR 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 THAT WOULD HAVE
ACCRUED ON THE PRINCIPAL AMOUNT OF SUCH LOAN HAD SUCH EVENT NOT OCCURRED, AT THE
ADJUSTED LIBO RATE THAT WOULD HAVE BEEN APPLICABLE TO SUCH LOAN, FOR THE PERIOD
FROM THE DATE OF SUCH EVENT TO THE
27
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 THAT SUCH
LENDER WOULD BID WERE IT TO BID, AT THE COMMENCEMENT OF SUCH PERIOD, FOR DOLLAR
DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER BANKS IN THE EURODOLLAR
MARKET. A CERTIFICATE OF ANY LENDER SETTING FORTH ANY AMOUNT OR AMOUNTS THAT
SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION SHALL BE DELIVERED
TO THE COMPANY (ON BEHALF OF THE RELEVANT BORROWER) AND SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR. THE RELEVANT BORROWER SHALL PAY SUCH LENDER THE AMOUNT
SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN TEN DAYS AFTER RECEIPT THEREOF.
SECTION 3.7
U.S. TAXES.
(A)
EACH BORROWER AGREES TO PAY TO EACH FOREIGN
LENDER SUCH ADDITIONAL AMOUNTS AS ARE NECESSARY IN ORDER THAT THE NET PAYMENT OF
ANY AMOUNT DUE TO SUCH FOREIGN LENDER UNDER THE LOAN DOCUMENTS AFTER DEDUCTION
FOR OR WITHHOLDING IN RESPECT OF ANY U.S. TAXES COLLECTIBLE BY WITHHOLDING AND
IMPOSED WITH RESPECT TO SUCH PAYMENT, WILL NOT BE LESS THAN THE AMOUNT STATED
HEREIN TO BE THEN DUE AND PAYABLE, PROVIDED THAT THE FOREGOING OBLIGATION TO PAY
SUCH ADDITIONAL AMOUNTS SHALL NOT APPLY:
(I)
WITH RESPECT TO ANY FOREIGN LENDER IF
SUCH FOREIGN LENDER IS, ON THE AGREEMENT DATE (OR ON THE DATE IT BECOMES A
LENDER AS PROVIDED IN SECTION 10.4) AND ON THE DATE OF ANY CHANGE IN THE
APPLICABLE LENDING OFFICE OF SUCH FOREIGN LENDER, ENTITLED TO SUBMIT THE
APPLICABLE FORMS TO THE INTERNAL REVENUE SERVICE ENTITLING IT TO A COMPLETE
EXEMPTION FROM WITHHOLDING ON ALL INTEREST TO BE RECEIVED BY IT UNDER THE LOAN
DOCUMENTS IN RESPECT OF THE LOANS), OR
(II)
TO ANY FOREIGN LENDER IF SUCH FOREIGN
LENDER FAILS TO COMPLY WITH APPLICABLE CERTIFICATION, INFORMATION, DOCUMENTATION
OR OTHER REPORTING REQUIREMENTS CONCERNING THE NATIONALITY, RESIDENCE, IDENTITY
OR