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 10 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 270 DAYS 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 270-DAY 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 TERM 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 9.02(C), THEN, IN ANY SUCH EVENT, UPON REQUEST,
ACCOMPANIED BY A COPY OF THE CERTIFICATE AND INFORMATION TO BE DELIVERED BY THE
LENDER TO THE BORROWER PURSUANT TO THIS SECTION 2.14 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 THAT 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
30
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 THAT WOULD ACCRUE ON SUCH PRINCIPAL
AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE THAT 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