AGENT OR SUCH
LENDER THAT THE ADMINISTRATIVE AGENT OR SUCH LENDER IS REQUIRED TO REPAY SUCH
REFUND TO SUCH GOVERNMENTAL AUTHORITY.
NOTHING CONTAINED IN THIS
SECTION 2.17(H) SHALL REQUIRE THE ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE
AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES WHICH
IT DEEMS TO BE CONFIDENTIAL) TO THE BORROWERS OR ANY OTHER PERSON.
2.18
Indemnity.
(A)
THE BORROWERS JOINTLY AND SEVERALLY AGREE
TO INDEMNIFY EACH LENDER AND TO HOLD EACH LENDER HARMLESS FROM ANY LOSS OR
EXPENSE WHICH SUCH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (I) DEFAULT
BY THE BORROWERS IN PAYMENT WHEN DUE OF THE PRINCIPAL AMOUNT OF OR INTEREST ON
ANY LIBOR LOAN OR SWING LINE LOAN, (II) DEFAULT BY THE BORROWERS IN MAKING A
BORROWING OF, CONVERSION INTO OR CONTINUATION OF LIBOR LOANS OR SWING LINE LOANS
WHICH ARE NOT BASE RATE LOANS AFTER THE BORROWERS HAVE GIVEN A NOTICE REQUESTING
THE SAME IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, (III) DEFAULT BY
THE BORROWERS IN MAKING ANY PREPAYMENT AFTER THE BORROWERS HAVE GIVEN A NOTICE
THEREOF IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, (IV) THE MAKING OF
A PREPAYMENT (WHETHER VOLUNTARY, MANDATORY, AS A RESULT OF ACCELERATION OR
OTHERWISE) OF LIBOR LOANS OR SWING LINE LOANS WHICH ARE NOT BASE RATE LOANS ON A
DAY WHICH IS NOT THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT THERETO (OR, IN
THE CASE OF A SWING LINE LOAN ON THE DATE SUCH SWING LINE LOAN IS DUE), OR
(V) THE ASSIGNMENT OF ANY LIBOR LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST
PERIOD OR MATURITY DATE APPLICABLE THERETO AS A RESULT OF A REQUEST BY THE
BORROWERS PURSUANT TO SECTION 2.24,INCLUDING, WITHOUT LIMITATION, IN EACH CASE,
ANY SUCH LOSS OR EXPENSE ARISING FROM THE REEMPLOYMENT OF FUNDS OBTAINED BY IT
OR FROM FEES PAYABLE TO TERMINATE THE DEPOSITS FROM WHICH SUCH FUNDS WERE
OBTAINED.
A CERTIFICATE AS TO ANY AMOUNTS THAT A LENDER IS ENTITLED TO RECEIVE
UNDER THIS SECTION 2.18 SUBMITTED BY SUCH LENDER, THROUGH THE ADMINISTRATIVE
AGENT, TO THE COMPANY SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR AND
ALL SUCH AMOUNTS SHALL BE PAID BY THE BORROWERS
54
PROMPTLY UPON DEMAND BY SUCH LENDER.
THIS COVENANT SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE NOTES AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER.
(B)
FOR THE PURPOSE OF CALCULATION OF ALL
AMOUNTS PAYABLE TO A LENDER UNDER THIS SUBSECTION, EACH LENDER SHALL BE DEEMED
TO HAVE ACTUALLY FUNDED ITS RELEVANT LIBOR LOAN OR SWING LINE LOAN THROUGH THE
PURCHASE OF A DEPOSIT BEARING INTEREST AT THE LIBOR RATE OR THE APPLICABLE RATE
ON SUCH SWING LINE LOAN, AS THE CASE MAY BE, IN AN AMOUNT EQUAL TO THE AMOUNT OF
THAT LIBOR LOAN OR SWING LINE LOAN, AS THE CASE MAY BE, AND HAVING A MATURITY
COMPARABLE TO THE RELEVANT INTEREST PERIOD OR APPLICABLE PERIOD FOR SUCH SWING
LINE LOAN; PROVIDED, HOWEVER, THAT EACH