RISE
TO SUCH INCREASED COSTS OR REDUCTIONS IS RETROACTIVE, THEN THE 90-DAY PERIOD
REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT
THEREOF.
SECTION 2.15.
BREAK FUNDING PAYMENTS.
IN THE EVENT OF (A) THE PAYMENT OF ANY
PRINCIPAL OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF A MANDATORY PREPAYMENT UNDER
SECTION 2.10 OR AN EVENT OF DEFAULT), (B) THE CONVERSION OF ANY EURODOLLAR LOAN
OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, (C) THE
FAILURE TO BORROW, CONVERT, CONTINUE OR PREPAY ANY EURODOLLAR LOAN ON THE DATE
SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO (REGARDLESS OF WHETHER SUCH
NOTICE MAY BE REVOKED UNDER SECTION 2.10(B) AND IS REVOKED IN ACCORDANCE
THEREWITH), OR (D) THE ASSIGNMENT OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST
DAY OF THE INTEREST PERIOD APPLICABLE THERETO AS A RESULT OF A REQUEST BY A
BORROWER PURSUANT TO SECTION 2.18, THEN, IN ANY SUCH EVENT, SUCH TRANCHE 2/3
BORROWER 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 WHICH 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 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 WHICH WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD
AT THE INTEREST RATE WHICH 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
44
OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION
SHALL BE DELIVERED TO THE RESPECTIVE TRANCHE 2/3 BORROWER AND SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
SUCH TRANCHE 2/3 BORROWER SHALL PAY SUCH
LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 10 DAYS AFTER
RECEIPT THEREOF.
SECTION 2.16.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
OBLIGATION OF ANY BORROWER HEREUNDER SHALL BE MADE FREE AND CLEAR OF AND WITHOUT
DEDUCTION FOR ANY INDEMNIFIED TAXES OR OTHER TAXES; PROVIDED THAT IF ANY
BORROWER SHALL BE REQUIRED TO DEDUCT ANY INDEMNIFIED TAXES OR OTHER TAXES FROM
SUCH PAYMENTS, THEN (I) THE SUM PAYABLE SHALL BE INCREASED AS NECESSARY SO THAT
AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO
ADDITIONAL SUMS PAYABLE UNDER THIS SECTION) THE ADMINISTRATIVE AGENT OR