THEREON, FOR EACH DAY FROM THE DATE SUCH
AMOUNT IS DISTRIBUTED TO SUCH LENDER UNTIL THE DATE SUCH LENDER REPAYS SUCH
AMOUNT TO THE ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS RATE.
SECTION 2.13.
FUNDING LOSSES.
IF THE BORROWER MAKES ANY PAYMENT OF
PRINCIPAL WITH RESPECT TO ANY EURO-DOLLAR LOAN OR ANY EURO-DOLLAR LOAN IS
CONVERTED TO A BASE RATE LOAN (PURSUANT TO ARTICLE 2, 6 OR 8 OR OTHERWISE) ON
ANY DAY OTHER THAN THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO, OR THE
LAST DAY OF AN APPLICABLE PERIOD FIXED PURSUANT TO SECTION 2.07(B), OR IF THE
BORROWER FAILS TO BORROW, CONVERT, CONTINUE OR PREPAY ANY EURO-DOLLAR LOANS
AFTER NOTICE HAS BEEN GIVEN TO ANY LENDER IN ACCORDANCE WITH SECTIONS 3 OR
2.11(A) THE BORROWER SHALL REIMBURSE EACH LENDER WITHIN 15 DAYS AFTER WRITTEN
DEMAND FOR ANY RESULTING LOSS OR EXPENSE INCURRED BY IT (OR BY AN EXISTING OR
PROSPECTIVE PARTICIPANT IN THE RELATED LOAN), INCLUDING (WITHOUT LIMITATION) ANY
LOSS INCURRED IN OBTAINING, LIQUIDATING OR EMPLOYING DEPOSITS FROM THIRD
PARTIES, BUT EXCLUDING LOSS OF MARGIN FOR THE PERIOD AFTER ANY SUCH PAYMENT OR
CONVERSION OR FAILURE TO BORROW OR PREPAY, PROVIDED THAT SUCH LENDER SHALL HAVE
DELIVERED TO THE BORROWER A CERTIFICATE AS TO THE AMOUNT OF SUCH LOSS OR
EXPENSE, WHICH CERTIFICATE SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
ANY LENDER REQUESTING COMPENSATION PURSUANT TO THIS SECTION 2.13 SHALL NOTIFY
THE BORROWER OF SUCH REQUEST ON OR BEFORE THE DATE THAT IS THREE EURO-DOLLAR
BUSINESS DAYS AFTER THE EVENT GIVING RISE TO SUCH REQUEST.
SECTION 2.14.
COMPUTATION OF INTEREST AND FEES.
INTEREST ON THE
TRANCHE A LOANS BASED ON THE BASE RATE HEREUNDER SHALL BE COMPUTED ON THE BASIS
OF A YEAR OF 365 DAYS (OR 366 DAYS IN A LEAP YEAR) AND PAID FOR THE ACTUAL
NUMBER OF DAYS ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
INTEREST ON THE TRANCHE A LOANS WHICH ARE EURO-DOLLAR LOANS AND INTEREST ON THE
TRANCHE B LOANS SHALL BE COMPUTED ON THE BASIS OF A YEAR OF 360 DAYS AND PAID
FOR THE ACTUAL NUMBER OF DAYS ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE
LAST DAY).
18
ARTICLE 3
CONDITIONS
SECTION 3.01.
CLOSING.
THE CLOSING HEREUNDER SHALL OCCUR UPON
RECEIPT BY THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) OF THE FOLLOWING (IN THE
CASE OF ANY DOCUMENT, DATED THE CLOSING DATE UNLESS OTHERWISE INDICATED):
(a)
duly executed counterparts hereof signed by each of the Borrower,
the Lenders and the Agents (or, in the case of any party as to which an executed
counterpart shall not have been received, written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page) that such party has signed a counterpart hereof);
(b)
a duly executed Note for the account of each Lender requesting a
Note dated on or before the Closing Date complying with the provisions of
Section 2.05;
(c)
opinions of O'Melveny & Myers LLP, special counsel to the
Borrower, Richard