FROM TIME TO TIME THE BORROWER
WILL PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE
SUCH LENDER OR SUCH LENDER'S HOLDING COMPANY FOR ANY SUCH REDUCTION SUFFERED.
(C)
A CERTIFICATE OF A LENDER SETTING FORTH THE
AMOUNT OR AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER OR ITS HOLDING COMPANY, AS
THE CASE MAY BE, AS SPECIFIED IN PARAGRAPH (A) OR (B) OF THIS SECTION, SETTING
FORTH IN REASONABLE DETAIL THE CALCULATIONS UPON WHICH SUCH LENDER DETERMINED
SUCH AMOUNT, 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 15 DAYS AFTER RECEIPT THEREOF.
(D)
FAILURE OR DELAY ON THE PART OF ANY LENDER
TO DEMAND COMPENSATION PURSUANT TO THIS SECTION SHALL NOT CONSTITUTE A WAIVER OF
SUCH LENDER'S RIGHT TO DEMAND SUCH COMPENSATION; PROVIDED THAT THE BORROWER
SHALL NOT BE REQUIRED TO COMPENSATE A LENDER PURSUANT TO THIS SECTION FOR ANY
INCREASED COSTS OR REDUCTIONS INCURRED MORE THAN SIX MONTHS PRIOR TO THE DATE
THAT SUCH LENDER NOTIFIES THE BORROWER OF THE CHANGE IN LAW GIVING RISE TO SUCH
INCREASED COSTS OR REDUCTIONS AND OF SUCH LENDER'S INTENTION TO CLAIM
COMPENSATION THEREFOR; PROVIDED FURTHER THAT, IF THE CHANGE IN LAW GIVING RISE
TO SUCH INCREASED COSTS OR REDUCTIONS IS RETROACTIVE, THEN THE SIX-MONTH PERIOD
REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT
THEREOF.
SECTION 2.14.
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 OTHER THAN ON THE LAST DAY
OF THE INTEREST PERIOD APPLICABLE THERETO, (C) THE FAILURE TO BORROW, CONVERT,
CONTINUE OR PREPAY ANY LOAN ON THE DATE SPECIFIED IN ANY NOTICE DELIVERED
PURSUANT HERETO (REGARDLESS OF WHETHER SUCH NOTICE IS PERMITTED TO BE REVOCABLE
UNDER SECTION 2.08(B) AND IS REVOKED IN ACCORDANCE HEREWITH), 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 2.17, 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, THE LOSS TO ANY LENDER ATTRIBUTABLE TO ANY SUCH EVENT SHALL BE
DEEMED TO INCLUDE AN AMOUNT DETERMINED BY SUCH LENDER TO BE EQUAL TO THE EXCESS,
IF ANY, OF (I) THE AMOUNT OF INTEREST THAT SUCH LENDER WOULD PAY FOR A DEPOSIT
EQUAL TO THE PRINCIPAL AMOUNT OF SUCH LOAN FOR THE PERIOD FROM THE DATE OF SUCH
PAYMENT, CONVERSION, FAILURE OR ASSIGNMENT TO THE LAST DAY OF THE THEN CURRENT
INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT
OR CONTINUE, THE DURATION OF THE INTEREST PERIOD THAT WOULD HAVE RESULTED FROM