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 270-DAY PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF
RETROACTIVE EFFECT THEREOF.
(E)
NOTWITHSTANDING THE FOREGOING, THE RIGHTS OF ANY LENDER AND THE ISSUING
BANK TO RECEIVE COMPENSATION FROM ANY BORROWER PURSUANT TO THIS SECTION 2.15
SHALL ONLY BE AVAILABLE TO THE EXTENT THAT SUCH COMPENSATION IS REASONABLY
REQUESTED BY SUCH LENDER OR ISSUING BANK AND NOT INVOKED IN AN ARBITRARY OR
CAPRICIOUS MANNER.
SECTION 2.16.
BREAK FUNDING PAYMENTS.
IN THE EVENT OF (A) THE PAYMENT OF ANY
PRINCIPAL OF ANY EUROCURRENCY LOAN OTHER THAN ON THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF DEFAULT OR AS A
RESULT OF ANY PREPAYMENT PURSUANT TO SECTION 2.11), (B) THE CONVERSION OF ANY
EUROCURRENCY LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE
THERETO, (C) THE FAILURE TO BORROW, CONVERT, CONTINUE OR PREPAY ANY EUROCURRENCY
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) OR (D) THE ASSIGNMENT OF ANY EUROCURRENCY LOAN OTHER THAN
ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO AS A RESULT OF A
REQUEST BY THE COMPANY PURSUANT TO SECTION 2.19, THEN, IN ANY SUCH EVENT, THE
BORROWERS SHALL COMPENSATE EACH LENDER FOR THE LOSS, COST AND EXPENSE
ATTRIBUTABLE TO SUCH EVENT.
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 OR ADJUSTED
EURIBO RATE (AS APPLICABLE) 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 DEPOSITS IN THE RELEVANT
CURRENCY OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER BANKS IN THE EUROCURRENCY
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 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 TEN (10) DAYS AFTER RECEIPT THEREOF.
38
SECTION 2.17.
TAXES.
(A)
ANY AND