Common use of Time and Method of Payments Clause in Contracts

Time and Method of Payments. (a) Not later than one Business Day after receipt of the Borrowing Request, the Agent shall prepare and distribute to each of the Lenders and the Borrower an amortization schedule showing the principal amount of each Lender’s Loan that is to be advanced to the Parent’s Primary Operating Account on the Borrowing Date and the regularly scheduled, monthly installment amount to be paid by the Borrower in respect of each Lender’s Loan made on such Borrowing Date. Each Lender shall be responsible for verifying such amounts; however, the Agent’s calculation shall be presumed correct absent manifest error unless rebutted by such Lender or the Borrower. Agent shall not be liable for any error in calculating a Lender’s Loan installment amount. If at any time or from time to time a Lender desires to collect late charges and/or interest at the Default Rate, it shall promptly notify Parent and Agent, and appropriate adjustment shall be made to the loan schedule to reflect any changes in the monthly installment payable by Borrower in respect of such Lender’s Loan(s). (b) All payments of principal, interest, fees and other amounts (including indemnities) payable by the Borrower hereunder shall be made, in immediately available funds not later than 1:00 p.m., Pacific time, on the date on which such payment shall become due (the “Payment Date”), by disbursement to each Lender of its respective share of such payment on each Payment Date to the address of such Lender for payments shown on the Supplement and, if indicated on such Schedule, by wiretransfer to such Lender’s account according to the instructions shown on such Schedule opposite such Lender’s name; provided, however, that Parent hereby (i) authorizes each Lender to initiate debit entries to Parent’s “Primary Operating Account” as specified in the Supplement, through Automated Clearinghouse (“ACH”) or other transfers, in order to satisfy regularly scheduled payments of principal, interest or fees; (ii) agrees to provide each Lender at least ten (10) days’ written notice in advance of any change in Parent’s Primary Operating Account; and (iii) grants each Lender any additional authorizations necessary to begin ACH debits from a new account which becomes the Primary Operating Account. Any payment received by the Agent or any Lender hereunder for the account of any other Lender shall be paid promptly by Agent or Lender, as applicable, to such Lender, in like funds, for the Loan in respect of which such payment is made.

Time and Method of Payments. (a) Not Subject to the provisions of Sections 6.02, 6.03, and 6.04, as applicable, all payments in reduction of Capital Investment and all payments of yield, fees and other amounts payable by MRFC hereunder shall be made in Dollars, in immediately available funds, to the Administrative Agent (for its account or the account of the applicable Purchasers, Affected Parties or Indemnified Persons) not later than one Business Day after receipt of the Borrowing Request, the Agent shall prepare and distribute to each of the Lenders and the Borrower an amortization schedule showing the principal amount of each Lender’s Loan that is to be advanced to the Parent’s Primary Operating Account 12:00 noon (New York time) on the Borrowing Date and the regularly scheduled, monthly installment amount to be paid by the Borrower in respect of each Lender’s Loan due date therefor. Any such payment made on such Borrowing Date. Each Lender date but after such time shall be responsible for verifying such amounts; howeverdeemed to have been made on, and Daily Yield shall continue to accrue and be payable thereon until, the Agent’s calculation next succeeding Business Day. If any such payment becomes due on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and Daily Yield thereon shall be presumed correct absent manifest error unless rebutted by payable during such Lender or the Borrower. Agent shall not be liable for any error in calculating a Lender’s Loan installment amount. If at any time or from time to time a Lender desires to collect late charges and/or interest at the Default Rate, it shall promptly notify Parent and Agent, and appropriate adjustment shall be made to the loan schedule to reflect any changes in the monthly installment payable by Borrower in respect of such Lender’s Loan(s)extension. (b) All Any and all payments of principal, interest, fees and other amounts (including indemnities) payable by the Borrower MRFC hereunder shall be made in accordance with this Section 2.08 without setoff or counterclaim and free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, excluding franchise taxes and any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed on or measured by the net income, capital or net worth of any Affected Party by or any and all present or future taxes, levies, imposts, duties, charges, fees, deductions and withholdings on doing business in the jurisdictions under the laws of which such Affected Party is organized or by any political subdivisions thereof (such non-excluded taxes, levies, imposts, deductions, charges and withholdings being “Indemnified Taxes”). If MRFC shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased solely to the extent necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.08) the Affected Party entitled to receive any such payment receives an amount equal to the sum it would have been entitled to receive hereunder had no such deductions been made, (ii) MRFC shall make such deductions, and (iii) MRFC shall pay the full amount deducted to the relevant taxing or other authority in immediately available funds not later than 1:00 p.m., Pacific time, on accordance with applicable law. Within 30 days after the date on which such of any payment shall become due of Indemnified Taxes (the “Payment Date”or, if not then available, immediately upon its becoming available), by disbursement to each Lender of its respective share of such payment on each Payment Date MRFC shall furnish to the address Administrative Agent the original or a certified copy of such Lender for payments shown on the Supplement a receipt evidencing payment thereof. MRFC shall indemnify any Affected Party from and against, and, if indicated within ten Business Days of written demand therefor, which demand shall set forth in reasonable detail the amount so paid and the computations made to determine such amount, pay any Affected Party for, the full amount of Indemnified Taxes (together with any taxes imposed by any jurisdiction on amounts payable under this Section 2.08) paid by such ScheduleAffected Party and any liability (including penalties, by wiretransfer to interest and expenses) arising therefrom or with respect thereto, whether or not such Lender’s account according to the instructions shown on such Schedule opposite such Lender’s nameIndemnified Taxes were correctly or legally asserted; provided, however, that Parent hereby MRFC shall be entitled to a prompt refund in the amount of any Indemnified Taxes that are subsequently refunded to such Affected Party; and provided further, however, that an Affected Party shall use commercially reasonable efforts to seek or apply for any such refund of Indemnified Taxes at MRFC’s sole expense to the extent MRFC requests that such Affected Party seek or apply for such refund. (c) Each Affected Party that is not a United States person (within the meaning of Section 7701(a)(30) of the IRC) (a “United States Person”) shall: (i) authorizes each Lender at the time such Affected Party becomes a party to initiate debit entries this Transfer Agreement, deliver to Parent’s “Primary Operating Account” as specified in MRFC and the Supplement, through Automated Clearinghouse (“ACH”) Administrative Agent a properly completed and executed IRS Form W 8ECI or other transfers, in order to satisfy regularly scheduled payments of principal, interest or fees; Form W 8BEN; (ii) agrees deliver to provide each Lender at least ten MRFC and the Administrative Agent two (102) days’ written notice in advance further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in Parent’s Primary Operating Accountthe most recent form previously delivered by it to MRFC or the Administrative Agent; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by MRFC or the Administrative Agent; unless, in the case of (ii) and (iii) grants each Lender above, any additional authorizations necessary change in treaty, law regulation, governmental rule, guideline order, or official application or official interpretation thereof has occurred prior to begin ACH debits the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises MRFC and the Administrative Agent. Each such Affected Party that is not a new account which becomes the Primary Operating Account. Any payment received United States person (A) shall certify that it is entitled to an exemption from United States backup withholding tax and (B) shall agree to provide any other certification and documentation as required by the Agent applicable law that is reasonably requested by MRFC, the Originators or any Lender hereunder for the account Master Servicer. Each Person that is a Purchaser hereunder, or which otherwise becomes a party to this Transfer Agreement as a Purchaser, shall, prior to the effectiveness of any other Lender shall be paid promptly by Agent such assignment, participation or Lenderaddition, as applicable, be required to provide all of the forms and statements required pursuant to this Section 2.08(c). (d) Any Purchaser exercising a right of setoff or otherwise receiving any payment on account of the MRFC Secured Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Purchasers or holders shall sell) such Lender, participations in like funds, for each such other Purchaser’s or holder’s Pro Rata Share of the Loan MRFC Secured Obligations as would be necessary to cause such Purchaser to share the amount so offset or otherwise received with each other Purchaser or holder in accordance with their respective Pro Rata Shares (other than offset rights exercised by any Purchaser with respect to this Section 2.08 or Section 2.09). (e) MRFC represents and warrants to the Administrative Agent and each Purchaser that it has not assumed in any manner whatsoever any obligation of the Originators under the Purchase Agreement (i) to make collections and remittances in respect of any Canadian goods and services tax, any Canadian provincial sales tax or any other similar Canadian tax or (ii) to file any returns in respect of such taxes with Canadian tax authorities and that it was not contemplated by either any Originator under the Purchase Agreement or MRFC that such obligation was to be assumed by MRFC. The parties hereto agree that none of the Administrative Agent or the Purchasers are assuming in any manner whatsoever any obligation of the Originators under the Purchase Agreement to collect such taxes, make such remittances and file such returns, and that it is not contemplated by the parties hereto that any such obligation is hereby assumed by the Purchasers or the Administrative Agent. MRFC hereby indemnifies the Administrative Agent and each Purchaser and holds them harmless from and against any assessments, withholding taxes, claims, or other demands for payment of such taxes by Canadian tax authorities, as well as interest and penalties; provided that any payments made by MRFC pursuant to this subsection shall be made solely from funds available to MRFC which are not otherwise required to be applied to the payment of any amounts pursuant to this Transfer Agreement (other than to MRFC), shall be non-recourse other than with respect to such payment funds, and shall not constitute a claim against MRFC to the extent that insufficient funds exist to make such payment. It is madeunderstood that all of the invoices in respect of the Receivables with Canadian Obligors of the Originators under the Purchase Agreement will bear the GST registration number of such Originator.

Time and Method of Payments. (a) Not Subject to the provisions of SECTIONS 6.02, 6.03, 6.04 and 6.05, all payments in reduction of Capital Investment and all payments of yield, fees and other amounts payable by the Seller hereunder shall be made in Dollars, in immediately available funds, to the Administrative Agent (for its account or the account of the applicable Purchasers, Affected Parties or Indemnified Persons) not later than one Business Day after receipt of the Borrowing Request, the Agent shall prepare and distribute to each of the Lenders and the Borrower an amortization schedule showing the principal amount of each Lender’s Loan that is to be advanced to the Parent’s Primary Operating Account 11:00 a.m. (New York time) on the Borrowing Date and the regularly scheduled, monthly installment amount to be paid by the Borrower in respect of each Lender’s Loan due date therefor. Any such payment made on such Borrowing Date. Each Lender date but after such time shall be responsible for verifying such amounts; howeverdeemed to have been made on, and Daily Yield shall continue to accrue and be payable thereon until, the Agent’s calculation next succeeding Business Day. If any such payment becomes due on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and Daily Yield thereon shall be presumed correct absent manifest error unless rebutted by payable during such Lender or the Borrower. Agent shall not be liable for any error in calculating a Lender’s Loan installment amount. If at any time or from time to time a Lender desires to collect late charges and/or interest at the Default Rate, it shall promptly notify Parent and Agent, and appropriate adjustment shall be made to the loan schedule to reflect any changes in the monthly installment payable by Borrower in respect of such Lender’s Loan(s)extension. (b) All Any and all payments of principal, interest, fees and other amounts (including indemnities) payable by the Borrower Seller hereunder shall be mademade in accordance with this SECTION 2.08 without setoff or counterclaim and free and clear of and without deduction for any and all present or future taxes, in immediately available funds not later than 1:00 p.m.levies, Pacific timeimposts, deductions, charges or withholdings, excluding franchise taxes and taxes imposed on or measured by the date on net income of any Affected Party by the jurisdictions under the laws of which such payment Affected Party is organized or by any political subdivisions thereof (such non-excluded taxes, levies, imposts, deductions, charges and withholdings being "INDEMNIFIED TAXES"). If the Seller shall become due (the “Payment Date”)be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder, by disbursement to each Lender of its respective share of such payment on each Payment Date to the address of such Lender for payments shown on the Supplement and, if indicated on such Schedule, by wiretransfer to such Lender’s account according to the instructions shown on such Schedule opposite such Lender’s name; provided, however, that Parent hereby (i) authorizes each Lender the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to initiate debit entries additional sums payable under this SECTION 2.08) the Affected Party entitled to Parent’s “Primary Operating Account” as specified in receive any such payment receives an amount equal to the Supplementsum it would have received had no such deductions been made, through Automated Clearinghouse (“ACH”) or other transfers, in order to satisfy regularly scheduled payments of principal, interest or fees; (ii) agrees to provide each Lender at least ten (10) days’ written notice in advance of any change in Parent’s Primary Operating Account; the Seller shall make such deductions, and (iii) grants each Lender any additional authorizations necessary the Seller shall pay the full amount deducted to begin ACH debits from a new account which becomes the Primary Operating Accountrelevant taxing or other authority in accordance with applicable law. Any payment received by Within 30 days after the Agent or any Lender hereunder for the account date of any other Lender payment of Indemnified Taxes, the Seller shall be furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. The Seller shall indemnify any Affected Party from and against, and, within ten days of demand therefor, pay any Affected Party for, the full amount of Indemnified Taxes (together with any taxes imposed by any jurisdiction on amounts payable under this SECTION 2.08) paid promptly by Agent such Affected Party and any liability (including penalties, interest and expenses) arising therefrom or Lender, as applicable, to such Lender, in like funds, for the Loan in with respect of which such payment is madethereto.

Time and Method of Payments. (a) Not later than one Business Day after receipt of the Borrowing Request, the Agent shall prepare and distribute to each of the Lenders and the Borrower an amortization schedule showing the principal amount of each Lender’s 's Loan that is to be advanced to the Parent’s Primary Operating Account Borrower's account on the Borrowing Funding Date and the regularly scheduled, monthly installment amount to be paid by the Borrower in respect of each Lender’s 's Loan made on such Borrowing Funding Date. Each Lender shall be responsible for verifying such amounts; however, the Agent’s 's calculation shall be presumed correct absent manifest error unless rebutted by such the Lender or the Borrower. Agent shall not be liable for any error in calculating a Lender’s 's Loan installment amount. If at any time or from time to time a Lender desires to enforce any right under this Agreement to collect late charges and/or interest at the Default Rate, it shall promptly notify Parent Borrower and Agent, and appropriate adjustment shall be made to the loan schedule to reflect any changes in the monthly installment payable by Borrower in respect of such Lender’s 's Loan(s). (b) All payments of principal, interest, fees and other amounts (including indemnities) payable by the Borrower hereunder shall be made, in immediately available funds not later than 1:00 p.m., Pacific San Francisco time, on the date on which such payment shall become due (the “"Payment Date”"), by disbursement to each Lender of its respective share of such payment on each Payment Date to the address of such Lender for payments shown on the Supplement Exhibit "A" hereto and, if ----------- indicated on such ScheduleExhibit, by wiretransfer wire transfer to such Lender’s 's account according to the instructions shown on such Schedule Exhibit opposite such Lender’s 's name; provided, however, that Parent hereby (i) authorizes each Lender to initiate debit entries to Parent’s “Primary Operating Account” as specified in the Supplement, through Automated Clearinghouse (“ACH”) or other transfers, in order to satisfy regularly scheduled payments of principal, interest or fees; (ii) agrees to provide each Lender at least ten (10) days’ written notice in advance of any change in Parent’s Primary Operating Account; and (iii) grants each Lender any additional authorizations necessary to begin ACH debits from a new account which becomes the Primary Operating Account. Any payment received by the Agent or any Lender hereunder for the account of any other Lender shall be paid promptly by Agent or Lender, as applicable, to such Lender, in like funds, for the Loan in respect of which such payment is made.

Time and Method of Payments. (a) Not later than one Business Day after receipt of the Borrowing Request, the Agent shall prepare and distribute to each of the Lenders and the Borrower an amortization schedule showing the principal amount of each Lender’s Loan that is to be advanced to the Parent’s Primary Operating Account on the Borrowing Date and the regularly scheduled, monthly installment amount to be paid by the Borrower in respect of each Lender’s Loan made on such Borrowing Date. Each Lender shall be responsible for verifying such amounts; however, the Agent’s calculation shall be presumed correct absent manifest error unless rebutted by such Lender or the Borrower. Agent shall not be liable for any error in calculating a Lender’s Loan installment amount. If at any time or from time to time a Lender desires to collect late charges and/or interest at the Default Rate, it shall promptly notify Parent and Agent, and appropriate adjustment shall be made to the loan schedule to reflect any changes in the monthly installment payable by Borrower in respect of such Lender’s Loan(s). (b) All payments of principal, interest, fees Fees and other amounts (including indemnities) payable by the Borrower Borrowers hereunder shall be mademade in Dollars (or, in the case of payments of principal or interest on Loans denominated in an Alternative Currency, in the Alternative Currency borrowed), in immediately available funds funds, to the Agent at the Principal Office not later than 1:00 p.m.11:00 a.m., Pacific New York City time, on the date on which such payment shall become due (and the “Payment Date”), by disbursement to each Lender of its respective share of Agent or any Bank for whose account any such payment on each Payment Date is to be made may, but shall not be obligated to, debit the address of such Lender for payments shown on the Supplement and, if indicated on such Schedule, by wiretransfer to such Lender’s account according to the instructions shown on such Schedule opposite such Lender’s name; provided, however, that Parent hereby (i) authorizes each Lender to initiate debit entries to Parent’s “Primary Operating Account” as specified in the Supplement, through Automated Clearinghouse (“ACH”) or other transfers, in order to satisfy regularly scheduled payments of principal, interest or fees; (ii) agrees to provide each Lender at least ten (10) days’ written notice in advance amount of any change such payment that is not made by such time to any ordinary deposit account of the Borrowers, or any of them, with the Agent or such Bank, as the case may be). Additional provisions relating to payments are set forth in Parent’s Primary Operating Account; and (iii) grants each Lender any additional authorizations necessary to begin ACH debits from a new account which becomes the Primary Operating AccountSection 10.3 hereof. Any Each payment received by the Agent or any Lender hereunder for the account of any other Lender a Bank shall be paid promptly by Agent or Lender, as applicable, to such LenderBank, in like funds, for the account of such Bank's Lending Office for the Loan in respect of which such payment is made. (b) All payments of principal of and interest on any Fixed Rate Loan shall be made by the Borrowers in the currency borrowed (the "SPECIFIED CURRENCY") in the manner and at the address (the "SPECIFIED PLACE") specified in subsection 2.12(a) above. Payment of such obligations shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transferred to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the "JUDGMENT CURRENCY"), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures the Agent could purchase the Judgment Currency with that amount of the Specified Currency on the Business Day next preceding that on which such judgment is rendered. The obligation of the Borrowers in respect of any such sum due from them to the Agent or any Bank hereunder (an "ENTITLED PERSON") shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder or under the Restated Notes in the Judgment Currency, such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Judgment Currency so adjudged to be due; and the Borrowers hereby, as a separate obligation and notwithstanding any such judgment, agree to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Entitled Person in the Specified Currency and the amount of the Specified Currency so purchased and transferred.

Time and Method of Payments. (a) Not later than one Business Day after receipt of the Borrowing Request, the Agent shall prepare and distribute to each of the Lenders and the Borrower an amortization schedule showing the principal amount of each Lender’s Loan that is to be advanced to the Parent’s Primary Operating Account on the Borrowing Date and the regularly scheduled, monthly installment amount to be paid by the Borrower in respect of each Lender’s Loan made on such Borrowing Date. Each Lender shall be responsible for verifying such amounts; however, the Agent’s calculation shall be presumed correct absent manifest error unless rebutted by such Lender or the Borrower. Agent shall not be liable for any error in calculating a Lender’s Loan installment amount. If at any time or from time to time a Lender desires to collect late charges and/or interest at the Default Rate, it shall promptly notify Parent and Agent, and appropriate adjustment shall be made to the loan schedule to reflect any changes in the monthly installment payable by Borrower in respect of such Lender’s Loan(s). (b) All payments in reduction of principal, Outstanding Principal Amount and all payments of interest, fees Fees and other amounts (including indemnities) payable by the Borrower hereunder shall be mademade in Dollars, in immediately available funds, by application of amounts on deposit in the Collection Account in accordance with Section 2.06(d) --------------- hereof; provided, that to the extent that amounts on deposit in the Collection -------- Account on any day are insufficient to pay amounts due on such day in respect of reductions to the Outstanding Principal Amount, interest, Fees or any other amounts payable by the Borrower hereunder, the Borrower shall pay, upon notice from the Administrative Agent, the amount of such insufficiency to the Administrative Agent in Dollars, in immediately available funds (for the account of the Administrative Agent, the applicable Lenders, Affected Parties or Indemnified Persons) not later than 1:00 p.m.11:00 a.m. (New York time) on such day. Any such payment made on such date but after such time shall be deemed to have been made on, Pacific and interest shall continue to accrue and be payable thereon at the LIBOR Rate (in the case of LIBOR Rate Advances) or the Index Rate (in all other cases), until the next succeeding Business Day. If any such payment becomes due on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and interest thereon at the LIBOR Rate (in the case of LIBOR Rate Advances) or Index Rate (in all other cases) shall be payable during such extension. Payments received after 11:00 a.m. (New York time, ) on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the date following Business Day. (b) Any and all payments by the Borrower hereunder shall be made in accordance with this Section 2.08 without setoff or counterclaim and free and ------------ clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, excluding taxes imposed on or measured by the net income of any Affected Party by the jurisdictions under the laws of which such payment Affected Party is organized or by any political subdivisions thereof (such non-excluded taxes, levies, imposts, deductions, charges and withholdings being "Indemnified Taxes"). If the Borrower shall become due (the “Payment Date”)be required by ----------------- law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder, by disbursement to each Lender of its respective share of such payment on each Payment Date to the address of such Lender for payments shown on the Supplement and, if indicated on such Schedule, by wiretransfer to such Lender’s account according to the instructions shown on such Schedule opposite such Lender’s name; provided, however, that Parent hereby (i) authorizes each Lender the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to initiate debit entries additional sums payable under this Section 2.08) the Affected Party entitled to Parent’s “Primary Operating Account” as specified in ------------ receive any such payment receives an amount equal to the Supplementsum it would have received had no such deductions been made, through Automated Clearinghouse (“ACH”) or other transfers, in order to satisfy regularly scheduled payments of principal, interest or fees; (ii) agrees to provide each Lender at least ten (10) days’ written notice in advance of any change in Parent’s Primary Operating Account; the Borrower shall make such deductions, and (iii) grants each Lender any additional authorizations necessary the Borrower shall pay the full amount deducted to begin ACH debits from a new account which becomes the Primary Operating Accountrelevant taxing or other authority in accordance with applicable law. Any payment received by Within 30 days after the Agent or any Lender hereunder for the account date of any other Lender payment of Indemnified Taxes, the Borrower shall be furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. The Borrower shall indemnify any Affected Party from and against, and, within ten days of demand therefor, pay any Affected Party for, the full amount of Indemnified Taxes (together with any taxes imposed by any jurisdiction on amounts payable under this Section 2.08) ------------ paid promptly by Agent such Affected Party and any liability (including penalties, interest and expenses) arising therefrom or Lenderwith respect thereto, as applicable, to whether or not such Lender, in like funds, for the Loan in respect of which such payment is madeIndemnified Taxes were correctly or legally asserted.