NET LOSS OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY SUCH LENDER TO FUND OR
MAINTAIN ANY LIBOR LOAN), AS REASONABLY DETERMINED BY SUCH LENDER, AS A RESULT
OF (A) ANY PAYMENT, PREPAYMENT OR CONVERSION OF ANY LIBOR LOAN OF SUCH LENDER ON
A DATE OTHER THAN THE LAST DAY OF AN INTEREST PERIOD FOR SUCH LOAN (INCLUDING
ANY CONVERSION PURSUANT TO SECTION 8.3) OR (B) ANY FAILURE OF THE COMPANY TO
BORROW, CONVERT OR CONTINUE ANY LOAN ON A DATE SPECIFIED THEREFOR IN A NOTICE OF
BORROWING,
37
CONVERSION OR CONTINUATION PURSUANT TO THIS AGREEMENT.
FOR THIS PURPOSE, ALL
NOTICES TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT SHALL BE DEEMED
TO BE IRREVOCABLE.
8.5
RIGHT OF LENDERS TO FUND THROUGH OTHER
OFFICES.
EACH LENDER MAY, IF IT SO ELECTS, FULFILL ITS COMMITMENT AS TO ANY
LIBOR LOAN BY CAUSING A FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH
LOAN; PROVIDED THAT IN SUCH EVENT FOR THE PURPOSES OF THIS AGREEMENT SUCH LOAN
SHALL BE DEEMED TO HAVE BEEN MADE BY SUCH LENDER AND THE OBLIGATION OF THE
COMPANY TO REPAY SUCH LOAN SHALL NEVERTHELESS BE TO SUCH LENDER AND SHALL BE
DEEMED HELD BY IT, TO THE EXTENT OF SUCH LOAN, FOR THE ACCOUNT OF SUCH BRANCH OR
AFFILIATE.
8.6
DISCRETION OF LENDERS AS TO MANNER OF
FUNDING.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EACH
LENDER SHALL BE ENTITLED TO FUND AND MAINTAIN ITS FUNDING OF ALL OR ANY PART OF
ITS LOANS IN ANY MANNER IT SEES FIT, IT BEING UNDERSTOOD, HOWEVER, THAT FOR THE
PURPOSES OF THIS AGREEMENT ALL DETERMINATIONS HEREUNDER SHALL BE MADE AS IF SUCH
LENDER HAD ACTUALLY FUNDED AND MAINTAINED EACH LIBOR LOAN DURING EACH INTEREST
PERIOD FOR SUCH LOAN THROUGH THE PURCHASE OF DEPOSITS HAVING A MATURITY
CORRESPONDING TO SUCH INTEREST PERIOD AND BEARING AN INTEREST RATE EQUAL TO THE
LIBOR RATE FOR SUCH INTEREST PERIOD.
8.7
MITIGATION OF CIRCUMSTANCES; REPLACEMENT OF
LENDERS.
(A)
EACH LENDER SHALL PROMPTLY NOTIFY THE COMPANY AND THE
ADMINISTRATIVE AGENT OF ANY EVENT OF WHICH IT HAS KNOWLEDGE WHICH WILL RESULT
IN, AND WILL USE REASONABLE COMMERCIAL EFFORTS AVAILABLE TO IT (AND NOT, IN SUCH
LENDER'S SOLE JUDGMENT, OTHERWISE DISADVANTAGEOUS TO SUCH LENDER) TO MITIGATE OR
AVOID, (I) ANY OBLIGATION BY THE COMPANY TO PAY ANY AMOUNT PURSUANT TO SECTIONS
7.6 OR 8.1 OR (II) THE OCCURRENCE OF ANY CIRCUMSTANCES DESCRIBED IN SECTIONS 8.2
OR 8.3 (AND, IF ANY LENDER HAS GIVEN NOTICE OF ANY SUCH EVENT DESCRIBED IN
CLAUSE (I) OR (II) ABOVE AND THEREAFTER SUCH EVENT CEASES TO EXIST, SUCH LENDER
SHALL PROMPTLY SO NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT).
WITHOUT
LIMITING THE FOREGOING, EACH LENDER WILL DESIGNATE A DIFFERENT FUNDING OFFICE IF
SUCH DESIGNATION WILL AVOID (OR REDUCE THE COST TO THE COMPANY OF) ANY EVENT
DESCRIBED IN CLAUSE (I) OR (II) ABOVE AND SUCH DESIGNATION WILL NOT, IN SUCH
LENDER'S SOLE JUDGMENT, BE OTHERWISE DISADVANTAGEOUS TO SUCH