THAT THE BORROWER SHALL NOT BE REQUIRED TO COMPENSATE A
LENDER OR THE ISSUING BANK PURSUANT TO THIS SECTION FOR ANY INCREASED COSTS OR
REDUCTIONS INCURRED MORE THAN ONE HUNDRED EIGHTY (180) DAYS PRIOR TO THE DATE
THAT SUCH LENDER OR THE ISSUING BANK, AS THE CASE MAY BE, NOTIFIES THE BORROWER
OF THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS AND OF
SUCH LENDER'S OR THE ISSUING BANK'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 180-DAY PERIOD REFERRED TO ABOVE SHALL BE
EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
SECTION 2.17.
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 EURODOLLAR LOAN ON THE DATE SPECIFIED IN ANY
NOTICE DELIVERED PURSUANT HERETO (REGARDLESS OF WHETHER SUCH NOTICE MAY BE
REVOKED UNDER SECTION 2.11(B) AND IS REVOKED IN ACCORDANCE THEREWITH), (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 2.20, 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 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
42
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 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 TEN (10) DAYS AFTER RECEIPT THEREOF.
SECTION 2.18.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF