COMPENSATION SHALL HAVE BEEN PUBLICLY ANNOUNCED PRIOR TO SUBMISSION OF THE
COMPETITIVE BID PURSUANT TO WHICH SUCH LOAN WAS MADE.
SECTION 2.16.
BREAK FUNDING PAYMENTS.
IN THE EVENT OF (A) THE PAYMENT OF ANY
PRINCIPAL OF ANY EURODOLLAR LOAN OR FIXED RATE 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 REVOLVING LOAN OR TERM LOAN ON THE DATE SPECIFIED IN ANY
NOTICE DELIVERED PURSUANT HERETO (REGARDLESS OF WHETHER SUCH NOTICE IS PERMITTED
TO BE REVOCABLE UNDER SECTION 2.11(B) AND IS REVOKED IN ACCORDANCE HEREWITH),
(D) THE FAILURE TO BORROW ANY COMPETITIVE LOAN AFTER ACCEPTING THE COMPETITIVE
BID TO MAKE SUCH LOAN, OR (E) THE ASSIGNMENT OF ANY EURODOLLAR LOAN OR FIXED
RATE 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 2.19, 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 SUCH
BORROWING, CONVERSION OR CONTINUATION) IF THE INTEREST RATE PAYABLE ON SUCH
DEPOSIT WERE EQUAL TO THE ADJUSTED LIBO RATE (IN THE CASE OF A EURODOLLAR LOAN)
FOR SUCH INTEREST PERIOD, OVER (II) THE AMOUNT OF INTEREST THAT SUCH LENDER
WOULD EARN ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD IF SUCH LENDER WERE TO
INVEST SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT
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THE INTEREST RATE THAT WOULD BE BID BY SUCH LENDER (OR AN AFFILIATE OF SUCH
LENDER) FOR DOLLAR DEPOSITS FROM OTHER BANKS IN THE EURODOLLAR MARKET AT THE
COMMENCEMENT OF SUCH PERIOD.
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 2.17.
TAXES.
(A)
ANY AND ALL PAYMENTS BY OR AN ACCOUNT OF ANY
OBLIGATION OF THE BORROWER HEREUNDER SHALL BE MADE FREE AND CLEAR OF AND WITHOUT
DEDUCTION FOR ANY INDEMNIFIED TAXES OR OTHER TAXES; PROVIDED THAT