ACCORDANCE WITH PARAGRAPH (A) OR (B) ABOVE,
INCLUDING CALCULATIONS IN REASONABLE DETAIL, SHALL BE DELIVERED TO THE
APPLICABLE BORROWER AND SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE
APPLICABLE BORROWER SHALL PAY SUCH LENDER OR SUCH FACING AGENT THE AMOUNT SHOWN
AS DUE ON ANY SUCH CERTIFICATE DELIVERED BY IT WITHIN 10 DAYS AFTER SUCH
BORROWER'S RECEIPT OF THE SAME.
(D)
FAILURE ON THE PART OF ANY LENDER OR ANY FACING AGENT TO DEMAND
COMPENSATION FOR ANY INCREASED COSTS OR REDUCTION IN AMOUNTS RECEIVED OR
RECEIVABLE OR REDUCTION IN RETURN ON CAPITAL WITH RESPECT TO ANY PERIOD SHALL
NOT CONSTITUTE A WAIVER OF SUCH LENDER'S OR SUCH FACING AGENT'S RIGHT TO DEMAND
COMPENSATION WITH RESPECT TO SUCH PERIOD OR ANY OTHER PERIOD, EXCEPT THAT NONE
OF THE LENDERS OR FACING AGENTS SHALL BE ENTITLED TO COMPENSATION UNDER THIS
SECTION 2.14 FOR ANY COSTS INCURRED OR REDUCTION SUFFERED WITH RESPECT TO ANY
DATE UNLESS SUCH LENDER OR SUCH FACING AGENT, AS APPLICABLE, SHALL HAVE NOTIFIED
THE APPLICABLE BORROWER THAT IT WILL DEMAND COMPENSATION FOR SUCH COSTS OR
REDUCTIONS UNDER PARAGRAPH (C) ABOVE NOT MORE THAN SIX MONTHS AFTER THE LATER OF
(I) SUCH DATE AND (II) THE DATE ON WHICH SUCH LENDER OR SUCH FACING AGENT, AS
APPLICABLE, SHALL HAVE BECOME AWARE OF SUCH COSTS OR REDUCTIONS.
THE BENEFITS
OF THIS SECTION 2.14 SHALL BE AVAILABLE TO EACH LENDER AND EACH FACING AGENT
REGARDLESS OF ANY POSSIBLE CONTENTION OF THE INVALIDITY OR INAPPLICABILITY OF
THE LAW, RULE, REGULATION, GUIDELINE OR OTHER CHANGE OR CONDITION THAT SHALL
HAVE OCCURRED OR BEEN IMPOSED.
SECTION 2.15.
INDEMNITY.
EACH BORROWER SHALL INDEMNIFY EACH LENDER AGAINST ANY
LOSS OR EXPENSE THAT SUCH LENDER MAY SUSTAIN OR INCUR WITH RESPECT TO EURODOLLAR
LOANS OR B/A LOANS AS A CONSEQUENCE OF (A) ANY FAILURE BY SUCH BORROWER TO
FULFILL ON THE DATE OF ANY BORROWING HEREUNDER THE APPLICABLE CONDITIONS SET
FORTH IN ARTICLE V, (B) ANY FAILURE BY SUCH BORROWER TO BORROW OR TO CONVERT OR
CONTINUE ANY LOAN HEREUNDER AFTER IRREVOCABLE NOTICE OF SUCH BORROWING,
CONVERSION OR CONTINUATION HAS BEEN GIVEN PURSUANT TO SECTION 2.03 OR 2.10,
(C) ANY PAYMENT, PREPAYMENT OR CONVERSION OF A EURODOLLAR LOAN OR B/A LOAN
REQUIRED OR PERMITTED BY ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE, OR
ANY ASSIGNMENT OF A EURODOLLAR LOAN OR B/A LOAN REQUIRED BY SECTION 2.20(B), IN
EACH CASE MADE OR DEEMED MADE ON A DATE OTHER THAN THE LAST DAY OF THE INTEREST
PERIOD OR CONTRACT PERIOD, AS THE CASE MAY BE, APPLICABLE THERETO, (D) ANY
PURCHASE OF A PARTICIPATION PURSUANT TO ARTICLE X OF A EURODOLLAR LOAN OR A B/A
LOAN OF SUCH BORROWER OTHERWISE MADE OR DEEMED MADE ON A DATE OTHER THAN THE
LAST DAY OF THE INTEREST PERIOD OR CONTRACT PERIOD, AS THE CASE MAY BE,
APPLICABLE THERETO, OR (E) ANY DEFAULT IN PAYMENT OR PREPAYMENT OF THE PRINCIPAL
AMOUNT OF ANY LOAN OR ANY PART THEREOF OR INTEREST ACCRUED THEREON, AS AND WHEN
DUE AND PAYABLE (AT THE DUE DATE THEREOF, WHETHER