UNTIL SUCH PRINCIPAL AMOUNT IS PAID IN FULL, AT A
RATE PER ANNUM EQUAL AT ALL TIMES TO THE REMAINDER OBTAINED BY SUBTRACTING (A)
LIBOR FOR THE INTEREST PERIOD FOR SUCH EURODOLLAR LOAN FROM (B) THE RATE
OBTAINED BY DIVIDING SUCH LIBOR BY A PERCENTAGE EQUAL TO 100% MINUS THE
EURODOLLAR RESERVE PERCENTAGE OF SUCH LENDER FOR SUCH INTEREST PERIOD, PAYABLE
ON EACH DATE INTEREST IN RESPECT OF SUCH EURODOLLAR LOAN IS PAYABLE.
NOTWITHSTANDING THE PROVISIONS OF THE PREVIOUS SENTENCE, THE BORROWER SHALL NOT
BE OBLIGATED TO PAY TO ANY LENDER ANY ADDITIONAL INTEREST IN RESPECT OF
EURODOLLAR LOANS MADE BY SUCH LENDER FOR ANY PERIOD COMMENCING MORE THAN THREE
MONTHS PRIOR TO THE DATE ON WHICH SUCH LENDER NOTIFIES THE BORROWER BY
DELIVERING A CERTIFICATE FROM A FINANCIAL OFFICER OF SUCH LENDER, THAT SUCH
LENDER IS REQUIRED TO MAINTAIN RESERVES WITH RESPECT TO EUROCURRENCY
LIABILITIES.
SECTION 3.12.
CERTIFICATES OF
LENDERS.
ANY LENDER CLAIMING REIMBURSEMENT OR COMPENSATION PURSUANT TO SECTION
3.05, 3.08, 3.09, 3.10 AND/OR 3.11 SHALL DELIVER TO THE BORROWER (WITH A COPY TO
THE ADMINISTRATIVE AGENT) A CERTIFICATE SETTING FORTH IN REASONABLE DETAIL THE
BASIS FOR COMPUTING THE AMOUNT PAYABLE TO SUCH LENDER HEREUNDER AND SUCH
CERTIFICATE SHALL BE CONCLUSIVE AND BINDING ON THE BORROWER IN THE ABSENCE OF
MANIFEST ERROR.
UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE BORROWER
SHALL PAY TO ANY LENDER CLAIMING COMPENSATION OR REIMBURSEMENT FROM THE BORROWER
PURSUANT TO SECTION 3.08, 3.09, 3.10 OR 3.11, THE AMOUNT REQUESTED BY SUCH
LENDER NO LATER THAN FIVE BUSINESS DAYS AFTER SUCH DEMAND.
90
SECTION 3.13.
CHANGE OF LENDING
OFFICE; REPLACEMENT LENDER.
(A)
EACH LENDER AND EACH ISSUING BANK AGREES THAT
UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF SECTION 3.05(C)
OR (D) OR SECTION 3.08 WITH RESPECT TO SUCH LENDER OR ISSUING BANK, IT WILL IF
SO REQUESTED BY THE BORROWER, USE REASONABLE EFFORTS (CONSISTENT WITH ITS
INTERNAL POLICY AND LEGAL AND REGULATORY RESTRICTIONS) TO DESIGNATE A DIFFERENT
LENDING OFFICE FOR ANY LOANS OR LETTERS OF CREDIT AFFECTED BY SUCH EVENT WITH
THE OBJECT OF AVOIDING THE CONSEQUENCE OF THE EVENT GIVING RISE TO THE OPERATION
OF SUCH SECTION; PROVIDED, HOWEVER, THAT SUCH DESIGNATION WOULD NOT, IN THE
JUDGMENT OF SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
NOTHING
IN THIS SECTION 3.13 SHALL AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF THE
BORROWER OR THE RIGHT OF ANY LENDER OR ISSUING BANK PROVIDED IN SECTION 3.05(C)
OR (D) OR SECTION 3.08.
(B)
IN THE EVENT THE
BORROWER BECOMES OBLIGATED TO PAY ADDITIONAL AMOUNTS TO ANY LENDER PURSUANT TO
SECTIONS 3.05(C) OR (D) OR 3.08 AS A RESULT OF ANY CONDITION DESCRIBED IN ANY
SUCH SECTION, THEN, UNLESS SUCH LENDER HAS THERETOFORE TAKEN STEPS TO REMOVE OR
CURE, AND HAS REMOVED OR CURED, THE CONDITIONS CREATING THE CAUSE FOR SUCH
OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS, THE BORROWER MAY DESIGNATE ANOTHER
LENDER WHICH IS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT (SUCH LENDER
BEING HEREIN CALLED A "REPLACEMENT LENDER") TO PURCHASE THE COMMITTED