(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 OTHER THAN ON THE LAST DAY OF THE
INTEREST PERIOD APPLICABLE THERETO, (C) THE FAILURE TO BORROW, CONVERT, CONTINUE
OR PREPAY ANY EURODOLLAR LOAN OR TO ISSUE B/AS FOR ACCEPTANCE AND PURCHASE ON
THE DATE SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO (REGARDLESS OF
WHETHER SUCH NOTICE MAY BE REVOKED UNDER SECTION 2.11(D) AND IS REVOKED IN
ACCORDANCE THEREWITH), OR (D) THE ASSIGNMENT OF ANY EURODOLLAR LOAN OR RIGHT TO
RECEIVE PAYMENT IN RESPECT OF A B/A OTHER THAN ON THE LAST DAY OF THE INTEREST
PERIOD OR CONTRACT PERIOD APPLICABLE THERETO AS A RESULT OF A REQUEST BY THE
APPLICABLE BORROWER PURSUANT TO SECTION 2.19, THEN, IN ANY SUCH EVENT, THE
APPLICABLE 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 OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE
PURSUANT TO THIS SECTION 2.16 SHALL BE DELIVERED TO THE APPLICABLE BORROWER AND
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE APPLICABLE BORROWER SHALL PAY
SUCH LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 10 BUSINESS
DAYS AFTER RECEIPT THEREOF.
SECTION 2.17.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
OBLIGATION OF ANY LOAN PARTY UNDER ANY LOAN DOCUMENT SHALL BE MADE FREE AND
CLEAR OF AND WITHOUT DEDUCTION FOR ANY INDEMNIFIED TAXES OR OTHER TAXES,
PROVIDED THAT IF ANY LOAN PARTY SHALL BE REQUIRED TO DEDUCT ANY INDEMNIFIED
TAXES, OTHER TAXES OR EXCLUDED TAXES FROM SUCH PAYMENTS, THEN (I) IN THE CASE OF
INDEMNIFIED TAXES AND OTHER TAXES, 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 2.17) THE
ADMINISTRATIVE AGENT, ISSUING BANK OR LENDER (AS THE CASE MAY BE)