TO THE ADMINISTRATIVE AGENT ON SUCH DATE AND THE ADMINISTRATIVE AGENT MAY,
IN RELIANCE UPON SUCH ASSUMPTION, CAUSE TO BE DISTRIBUTED TO EACH SUCH LENDER
PARTY ON SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE SUCH LENDER PARTY.
IF AND TO THE EXTENT ENERGYSOLUTIONS SHALL NOT HAVE SO MADE SUCH PAYMENT IN FULL
TO THE ADMINISTRATIVE AGENT, EACH SUCH LENDER PARTY SHALL REPAY TO THE
ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH AMOUNT DISTRIBUTED TO SUCH LENDER
PARTY TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE SUCH AMOUNT IS
DISTRIBUTED TO SUCH LENDER PARTY UNTIL THE DATE SUCH LENDER PARTY REPAYS SUCH
AMOUNT TO THE ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS RATE.
SECTION 2.11
REIMBURSEMENT.
(A)
WHENEVER ANY LENDER SHALL SUSTAIN OR INCUR ANY LOSSES OR
OUT-OF-POCKET EXPENSES IN CONNECTION WITH (I) FAILURE BY ENERGYSOLUTIONS TO
BORROW ANY EURODOLLAR OPTION LOAN AFTER HAVING GIVEN NOTICE OF ITS INTENTION TO
BORROW IN ACCORDANCE WITH SECTION 2.2 HEREOF (WHETHER BY REASON OF
ENERGYSOLUTIONS' ELECTION NOT TO PROCEED OR THE NON-FULFILLMENT OF ANY OF THE
CONDITIONS SET FORTH IN ARTICLE 3), OR (II) PAYMENT OF ANY EURODOLLAR OPTION
LOAN IN WHOLE OR IN PART PURSUANT TO SECTION 2.2(A)(II), 2.6, 2.8 10.2 OR 11.24,
ACCELERATION OF THE MATURITY OF THE LOANS PURSUANT TO SECTION 8.2 OR FOR ANY
OTHER REASON, ENERGYSOLUTIONS AGREES TO PAY TO SUCH LENDER, UPON DEMAND, AN
AMOUNT SUFFICIENT TO COMPENSATE SUCH LENDER FOR ALL SUCH LOSSES AND REASONABLE
OUT-OF-POCKET EXPENSES. SUCH LENDER'S GOOD FAITH DETERMINATION OF THE AMOUNT OF
SUCH LOSSES OR OUT-OF-POCKET EXPENSES, AS SET FORTH IN WRITING PURSUANT TO
SECTION 2.11(B) HEREOF, AND ACCOMPANIED BY CALCULATIONS IN REASONABLE DETAIL
DEMONSTRATING THE BASIS FOR ITS DEMAND, SHALL BE PRESUMPTIVELY CORRECT, ABSENT
MANIFEST ERROR.
(B)
LOSSES SUBJECT TO REIMBURSEMENT HEREUNDER SHALL BE (I) ANY LOSS
INCURRED BY ANY LENDER IN CONNECTION WITH THE RE-EMPLOYMENT OF FUNDS PREPAID,
REPAID, NOT BORROWED, OR PAID, AS THE CASE MAY BE, AND THE AMOUNT OF SUCH LOSS
SHALL BE THE EXCESS, IF ANY, OF (1) THE INTEREST OR OTHER COST TO SUCH LENDER OF
THE DEPOSIT OR OTHER SOURCE OF FUNDING USED TO MAKE ANY SUCH EURODOLLAR OPTION
LOAN (BUT SPECIFICALLY EXCLUDING ANY APPLICABLE MARGIN) FOR THE REMAINDER OF ITS
INTEREST PERIOD, OVER (2) THE INTEREST EARNED (OR TO BE EARNED) BY SUCH LENDER
UPON THE RE-LENDING OR OTHER REDEPLOYMENT OF THE AMOUNT OF SUCH EURODOLLAR
54
OPTION LOAN FOR THE REMAINDER OF ITS PUTATIVE INTEREST PERIOD OR (II) ANY OTHER
EXPENSES INCURRED BY ANY LENDER OR ANY PARTICIPANT OF SUCH LENDER PERMITTED
HEREUNDER IN CONNECTION WITH THE RE-EMPLOYMENT OF FUNDS PREPAID, REPAID, NOT
BORROWED, OR PAID, AS THE CASE MAY BE.
For the avoidance of doubt, nothing in this Section 2.11 shall be construed to
apply to Taxes that are neither Covered Taxes nor Other Taxes.
SECTION 2.12
PRO RATA TREATMENT.
(A)
EACH LOAN FROM THE LENDERS SHALL BE MADE PRO RATA (I) ON THE BASIS
OF THE RESPECTIVE REVOLVING COMMITMENTS OF THE REVOLVING LENDERS AS SET FORTH