BORROWERS SHALL COMPENSATE EACH LENDER
FOR THE LOSS, COST AND EXPENSE ATTRIBUTABLE TO SUCH EVENT.
IN THE CASE OF A
EURODOLLAR TERM 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 TERM LOAN HAD SUCH EVENT NOT OCCURRED, AT THE ADJUSTED LIBOR RATE THAT
WOULD HAVE BEEN APPLICABLE TO SUCH TERM 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
38
PERIOD FOR SUCH TERM 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 THE 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 SETOFFS.
(A)
PAYMENTS GENERALLY.
BORROWERS SHALL MAKE
EACH PAYMENT REQUIRED TO BE MADE BY IT HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT (WHETHER OF PRINCIPAL, INTEREST, FEES, OR OF AMOUNTS PAYABLE UNDER
SECTION 2.12, 2.13, 2.15 OR 10.03, 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 THE ADMINISTRATIVE AGENT, BE DEEMED TO HAVE BEEN RECEIVED ON THE
NEXT SUCCEEDING BUSINESS DAY FOR PURPOSES OF CALCULATING INTEREST THEREON.
ALL
SUCH PAYMENTS SHALL BE MADE TO THE ADMINISTRATIVE AGENT AT ITS OFFICES AT
677 WASHINGTON BOULEVARD, STAMFORD, CONNECTICUT, EXCEPT THAT PAYMENTS PURSUANT
TO SECTIONS 2.12, 2.13, 2.15 AND 10.03 SHALL BE MADE TO THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE PERSONS ENTITLED THERETO AND PAYMENTS PURSUANT TO OTHER
LOAN DOCUMENTS SHALL BE MADE TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
PERSONS SPECIFIED THEREIN.
THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE ANY SUCH
PAYMENTS RECEIVED BY IT FOR THE ACCOUNT OF ANY OTHER PERSON TO THE APPROPRIATE
RECIPIENT PROMPTLY FOLLOWING RECEIPT THEREOF.
IF ANY PAYMENT UNDER ANY LOAN
DOCUMENT SHALL BE DUE ON A DAY THAT IS NOT A BUSINESS DAY, THE DATE FOR PAYMENT
SHALL BE