PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE
PERIOD OF RETROACTIVE EFFECT THEREOF).
45
SECTION 2.13
BREAKAGE PAYMENTS.
IN THE EVENT OF (A) THE PAYMENT OR PREPAYMENT,
WHETHER OPTIONAL OR MANDATORY, OF ANY PRINCIPAL OF ANY EURODOLLAR REVOLVING 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
REVOLVING 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 ON THE DATE SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO OR (D) THE
ASSIGNMENT OF ANY EURODOLLAR REVOLVING LOAN OTHER THAN ON THE LAST DAY OF THE
INTEREST PERIOD APPLICABLE THERETO AS A RESULT OF A REQUEST BY BORROWERS
PURSUANT TO SECTION 2.16, THEN, IN ANY SUCH EVENT, BORROWERS SHALL COMPENSATE
EACH LENDER FOR THE LOSS, COST AND EXPENSE ATTRIBUTABLE TO SUCH EVENT.
IN THE
CASE OF A EURODOLLAR REVOLVING LOAN, 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 LIBOR 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
DOLLAR DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER BANKS IN THE
EURODOLLAR MARKET.
A CERTIFICATE OF ANY LENDER SETTING FORTH ANY AMOUNT OR
AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION 2.13
SHALL BE DELIVERED TO BORROWERS AND ADMINISTRATIVE AGENT AND SHALL BE CONCLUSIVE
AND BINDING ABSENT MANIFEST ERROR.
BORROWERS SHALL PAY ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF SUCH LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE
WITHIN 10 DAYS AFTER RECEIPT THEREOF.
SECTION 2.14
PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.
(A)
BORROWERS SHALL MAKE EACH PAYMENT REQUIRED TO BE MADE BY THEM
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (WHETHER OF PRINCIPAL, INTEREST, FEES
OR REIMBURSEMENT OF LC DISBURSEMENTS, OR OF AMOUNTS PAYABLE UNDER SECTION 2.12,
2.13 OR 2.15, OR OTHERWISE) ON OR BEFORE THE TIME EXPRESSLY REQUIRED HEREUNDER
OR UNDER SUCH OTHER LOAN DOCUMENT FOR SUCH PAYMENT (OR, IF NO SUCH TIME IS
EXPRESSLY REQUIRED, PRIOR TO 2:00 P.M., NEW YORK CITY TIME), ON THE DATE WHEN
DUE, IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT SETOFF, DEDUCTION OR COUNTERCLAIM.
ANY AMOUNTS RECEIVED AFTER SUCH TIME ON ANY DATE MAY, IN THE DISCRETION OF