OF SUCH LENDER'S THEN OUTSTANDING LIBOR LOANS OF EACH RELEVANT TYPE SHALL
AUTOMATICALLY, ON THE EXPIRATION DATE OF THE RESPECTIVE INTEREST PERIOD
APPLICABLE THERETO (OR, TO THE EXTENT ANY SUCH LIBOR LOAN MAY NOT LAWFULLY BE
MAINTAINED AS A LIBOR LOAN UNTIL SUCH EXPIRATION DATE, UPON SUCH NOTICE) AND TO
THE EXTENT NOT SOONER PREPAID, BE CONVERTED INTO A BASE RATE LOAN (PROVIDED THAT
ANY OUTSTANDING FOREIGN CURRENCY REVOLVING LOAN SHALL BE REPAID IN FULL ON THE
LAST DAY OF THE INTEREST PERIOD THEREFOR OR, IF REQUIRED AS PROVIDED ABOVE, UPON
SUCH NOTICE), (II) THE OBLIGATION OF SUCH LENDER TO MAKE, TO CONVERT BASE RATE
LOANS INTO, OR TO CONTINUE, LIBOR LOANS OF EACH RELEVANT TYPE SHALL BE SUSPENDED
(INCLUDING PURSUANT TO ANY BORROWING FOR WHICH THE ADMINISTRATIVE AGENT HAS
RECEIVED A NOTICE OF BORROWING BUT FOR WHICH THE BORROWING DATE HAS NOT
ARRIVED), AND (III) ANY NOTICE OF BORROWING OR NOTICE OF
58
CONVERSION/CONTINUATION GIVEN AT ANY TIME THEREAFTER WITH RESPECT TO LIBOR LOANS
OF EACH RELEVANT TYPE SHALL, AS TO SUCH LENDER, BE DEEMED TO BE A REQUEST FOR A
BASE RATE LOAN (PROVIDED THAT ANY SUCH NOTICE WITH RESPECT TO ANY FOREIGN
CURRENCY REVOLVING LOANS CONSTITUTING A RELEVANT TYPE SHALL BE DISREGARDED), IN
EACH CASE UNTIL SUCH LENDER SHALL HAVE DETERMINED THAT THE CIRCUMSTANCES GIVING
RISE TO SUCH SUSPENSION NO LONGER EXIST AND SHALL HAVE SO NOTIFIED THE
ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT SHALL HAVE SO NOTIFIED THE
COMPANY.
(E)
A CERTIFICATE (WHICH SHALL BE IN REASONABLE DETAIL) SHOWING THE
BASES FOR, AND METHOD OF ALLOCATION OR APPORTIONMENT OF, THE DETERMINATIONS SET
FORTH IN THIS SECTION 2.16 BY ANY LENDER AS TO ANY ADDITIONAL AMOUNTS PAYABLE
PURSUANT TO THIS SECTION 2.16 SHALL BE SUBMITTED BY SUCH LENDER TO THE COMPANY
EITHER DIRECTLY OR THROUGH THE ADMINISTRATIVE AGENT. THE DETERMINATIONS SET
FORTH IN ANY SUCH CERTIFICATE FOR PURPOSES OF THIS SECTION 2.16 OF ANY INCREASED
COSTS, REDUCTION IN RETURN, MARKET CONTINGENCIES, ILLEGALITY OR ANY OTHER MATTER
SHALL, ABSENT MANIFEST ERROR, BE CONCLUSIVE, PROVIDED THAT SUCH DETERMINATIONS
ARE MADE IN GOOD FAITH. NOTHING IN THIS SECTION 2.16 SHALL REQUIRE OR BE
CONSTRUED TO REQUIRE THE BORROWERS TO PAY ANY INTEREST, FEES, COSTS OR OTHER
AMOUNTS IN EXCESS OF THAT PERMITTED BY APPLICABLE LAW.
2.17
TAXES.
(A)
ANY AND ALL PAYMENTS BY THE BORROWERS HEREUNDER OR UNDER ANY OTHER
CREDIT DOCUMENT SHALL BE MADE, IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF,
FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES,
LEVIES, IMPOSTS, DEDUCTIONS, CHARGES OR WITHHOLDINGS, AND ALL LIABILITIES WITH
RESPECT THERETO, EXCLUDING BRANCH PROFITS TAXES IMPOSED ON, AND TAXES IMPOSED ON
OR DETERMINED BY REFERENCE TO THE OVERALL NET INCOME OF (OR FRANCHISE TAXES
IMPOSED ON), THE ADMINISTRATIVE AGENT OR ANY LENDER, IN EITHER CASE BY REASON OF
ANY PRESENT OR FORMER CONNECTION BETWEEN THE ADMINISTRATIVE AGENT OR SUCH LENDER
AND THE JURISDICTION OF THE GOVERNMENTAL AUTHORITY IMPOSING SUCH TAX OR ANY
POLITICAL SUBDIVISION THEREOF, OTHER THAN SUCH A CONNECTION