LIBOR Rate does not adequately and fairly reflect the
cost to such Lenders of funding LIBOR Rate Loans, the Administrative Agent shall
promptly give telephone notice of such determination, confirmed in writing, to
the Borrowers and the Lenders.
Unless the Borrowers shall have notified the
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Administrative Agent upon receipt of such telephone notice that it wishes to
rescind or modify its request regarding such Loans, any Loans that were
requested to be made and all further Loans shall accrue interest at the
Alternate Base Rate until any such notice has been withdrawn by the
Administrative Agent.
SECTION 2.13
INDEMNITY; EUROCURRENCY LIABILITIES.
(A)
THE CREDIT PARTIES HEREBY AGREE TO
INDEMNIFY EACH LENDER AND TO HOLD SUCH LENDER HARMLESS FROM ANY FUNDING LOSS OR
EXPENSE WHICH EACH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (A) THE
FAILURE BY THE BORROWERS TO PAY THE PRINCIPAL AMOUNT OF OR INTEREST ON ANY LOAN
BY ANY LENDER IN ACCORDANCE WITH THE TERMS HEREOF, (B) THE FAILURE BY THE
BORROWERS TO ACCEPT A BORROWING AFTER THE BORROWERS HAVE GIVEN A NOTICE IN
ACCORDANCE WITH THE TERMS HEREOF, (C) DEFAULT BY THE BORROWERS IN MAKING ANY
PREPAYMENT AFTER THE BORROWERS HAVE GIVEN A NOTICE IN ACCORDANCE WITH THE TERMS
HEREOF, AND/OR (D) THE MAKING BY THE BORROWERS OF A PREPAYMENT OF A LOAN ON A
DAY WHICH IS NOT THE LAST DAY OF THE INTEREST PERIOD WITH RESPECT THERETO, IN
EACH CASE INCLUDING, BUT NOT LIMITED TO, ANY SUCH LOSS OR EXPENSE ARISING FROM
INTEREST OR FEES PAYABLE BY ANY LENDER TO LENDERS OF FUNDS OBTAINED BY IT IN
ORDER TO MAINTAIN ITS LOANS HEREUNDER.
A CERTIFICATE SETTING FORTH IN
REASONABLE DETAIL AS TO ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THIS
SECTION SUBMITTED BY ANY LENDER, THROUGH THE ADMINISTRATIVE AGENT, TO THE
BORROWERS SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
THE AGREEMENTS
IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE
OBLIGATIONS.
(B)
THE BORROWERS SHALL PAY TO EACH LENDER, AS
LONG AS SUCH LENDER SHALL BE REQUIRED TO MAINTAIN RESERVES UNDER REGULATION D
WITH RESPECT TO "EUROCURRENCY LIABILITIES" WITHIN THE MEANING OF REGULATION D,
OR UNDER ANY SIMILAR OR SUCCESSOR REGULATION WITH RESPECT TO EUROCURRENCY
LIABILITIES OR EUROCURRENCY FUNDING, ADDITIONAL INTEREST ON THE UNPAID PRINCIPAL
AMOUNT OF EACH LIBOR LOAN EQUAL TO THE ACTUAL COSTS OF SUCH RESERVES ALLOCATED
TO SUCH LIBOR LOAN BY SUCH LENDER (AS DETERMINED BY SUCH LENDER IN GOOD FAITH,
WHICH DETERMINATION SHALL BE CONCLUSIVE), WHICH SHALL BE DUE AND PAYABLE ON EACH
DATE ON WHICH INTEREST IS PAYABLE ON SUCH LIBOR LOAN OR, IF LATER DEMANDED BY
THE ADMINISTRATIVE AGENT, PROMPTLY ON DEMAND.
SECTION 2.14
TAXES.
(A)
ANY AND ALL PAYMENTS BY A CREDIT PARTY
UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS TO WHICH A
CREDIT PARTY IS A PARTY SHALL BE MADE FREE AND CLEAR OF, AND WITHOUT DEDUCTION
OR WITHHOLDING FOR OR ON ACCOUNT OF, ANY AND ALL PRESENT OR FUTURE TAXES,
LEVIES, IMPOSTS,