REDUCTIONS IS
RETROACTIVE, THEN THE 180-DAY PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
SECTION 5.02
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
AN EVENT OF DEFAULT), (B) THE CONVERSION OF ANY EURODOLLAR LOAN INTO AN ABR 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, 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 THE BORROWER PURSUANT TO SECTION 5.04(A),
THEN, IN ANY SUCH EVENT, THE 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
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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 or amounts that such Lender
is entitled to receive pursuant to this Section 5.02 shall be delivered to the
Borrower and shall be conclusive absent manifest error.
The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.
SECTION 5.03
TAXES.
(A)
PAYMENTS FREE OF TAXES.
ANY AND ALL
PAYMENTS BY OR ON ACCOUNT OF ANY OBLIGATION OF THE BORROWER OR ANY GUARANTOR
UNDER ANY LOAN DOCUMENT SHALL BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION
FOR ANY INDEMNIFIED TAXES OR OTHER TAXES; PROVIDED THAT IF THE BORROWER OR ANY
GUARANTOR 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 5.03(A)), THE ADMINISTRATIVE AGENT,
LENDER OR ISSUING BANK (AS THE CASE MAY BE) RECEIVES AN AMOUNT EQUAL TO THE SUM
IT WOULD HAVE