REDUCTIONS IS
RETROACTIVE, THEN THE 90-DAY PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
42
SECTION 2.15.
BREAK FUNDING PAYMENTS.
IN THE EVENT OF (A) THE PAYMENT OF
ANY PRINCIPAL OF ANY EURO-CURRENCY LOAN (OR SWINGLINE LOAN THAT IS NOT AN ABR
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
EURO-DOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE
THERETO, (C) THE FAILURE TO BORROW, CONVERT, CONTINUE OR PREPAY ANY
EURO-CURRENCY LOAN ON THE DATE SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO
(REGARDLESS OF WHETHER SUCH NOTICE MAY BE REVOKED UNDER SECTION 2.10(B) AND IS
REVOKED IN ACCORDANCE THEREWITH) OR (D) THE ASSIGNMENT OF ANY EURO-CURRENCY 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 RELEVANT BORROWER SHALL COMPENSATE EACH LENDER FOR THE LOSS (EXCLUDING LOSS
OF MARGIN), 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 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 DOLLARS OR OTHER APPLICABLE
CURRENCY OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER BANKS IN THE LONDON
INTERBANK MARKET; PROVIDED, HOWEVER, THAT SUCH BORROWER SHALL NOT BE REQUIRED TO
COMPENSATE ANY LENDER FOR ANY COSTS OF TERMINATING OR LIQUIDATING ANY HEDGE OR
TRADING POSITION (INCLUDING ANY RATE SWAP, BASIS SWAP, FORWARD RATE TRANSACTION,
INTEREST RATE OPTION, CAP, COLLAR OR FLOOR TRANSACTION, OR ANY SIMILAR
TRANSACTION).
A CERTIFICATE OF ANY LENDER SETTING FORTH ANY AMOUNT OR AMOUNTS
THAT SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION AND THE
CALCULATION OF SUCH AMOUNT OR AMOUNTS IN REASONABLE DETAIL SHALL BE DELIVERED TO
THE BORROWER AND SHALL BE CONCLUSIVE ABSENT CLEARLY DEMONSTRABLE ERROR.
THE
BORROWER SHALL PAY SUCH LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE
FREE OF CLEARLY DEMONSTRABLE ERROR WITHIN 10 DAYS AFTER RECEIPT THEREOF.
SECTION 2.16.
TAXES.
(A) ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
OBLIGATION OF ANY BORROWER UNDER THE LOAN DOCUMENTS SHALL BE MADE FREE AND CLEAR
OF AND