CLAIM COMPENSATION THEREFOR, AND PROVIDED FURTHER THAT, IF THE
CHANGE IN LAW OR IN THE INTERPRETATION OR ADMINISTRATION THEREOF GIVING RISE TO
SUCH ADDITIONAL COSTS OR REDUCTIONS IS RETROACTIVE, THEN THE 180-DAY PERIOD
REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT
THEREOF.
EACH DETERMINATION BY ANY SUCH LENDER OF AMOUNTS OWING UNDER THIS
SECTION 3.04 SHALL, ABSENT MANIFEST ERROR, BE CONCLUSIVE AND BINDING ON THE
PARTIES HERETO.
(C)
A CERTIFICATE OF EACH LENDER SETTING FORTH IN SUFFICIENT DETAIL
THE CALCULATION OF SUCH AMOUNT OR AMOUNTS AS SHALL BE NECESSARY TO COMPENSATE
SUCH LENDER OR ITS HOLDING COMPANY AS SPECIFIED IN SUBSECTION (A) OR (B) ABOVE,
AS THE CASE MAY BE, SHALL BE DELIVERED TO THE COMPANY AND SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
THE BORROWERS SHALL PAY EACH LENDER THE AMOUNT SHOWN AS
DUE ON ANY SUCH CERTIFICATE DELIVERED BY IT WITHIN 10 BUSINESS DAYS AFTER
RECEIPT OF THE SAME.
(D)
PROMPTLY AFTER ANY LENDER BECOMES AWARE OF ANY CIRCUMSTANCE THAT
WILL, IN ITS SOLE JUDGMENT, RESULT IN A REQUEST FOR INCREASED COMPENSATION
PURSUANT TO THIS SECTION 3.04, SUCH LENDER SHALL NOTIFY THE COMPANY THEREOF.
FAILURE ON THE PART OF ANY LENDER SO TO NOTIFY THE COMPANY OR TO DEMAND
COMPENSATION FOR ANY INCREASED COSTS OR REDUCTION IN AMOUNTS RECEIVED OR
RECEIVABLE OR REDUCTION IN RETURN ON CAPITAL WITH RESPECT TO ANY PERIOD SHALL
NOT CONSTITUTE A WAIVER OF SUCH LENDER'S RIGHT TO DEMAND COMPENSATION WITH
RESPECT TO SUCH PERIOD OR ANY OTHER PERIOD, EXCEPT AS EXPRESSLY PROVIDED
OTHERWISE ABOVE.
THE PROTECTION OF THIS SECTION 3.04 SHALL BE AVAILABLE TO EACH
LENDER REGARDLESS OF ANY POSSIBLE CONTENTION OF THE INVALIDITY OR
INAPPLICABILITY OF THE LAW, RULE, REGULATION, GUIDELINE OR OTHER CHANGE OR
CONDITION WHICH SHALL HAVE OCCURRED OR BEEN IMPOSED.
SECTION 3.05
FUNDING LOSSES.
THE BORROWERS SHALL INDEMNIFY EACH LENDER AGAINST
ANY LOSS OR EXPENSE EXCLUDING ANY LOSS OF ANTICIPATED PROFITS WHICH SUCH LENDER
MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (I) ANY FAILURE BY ANY BORROWER TO
FULFILL ON THE CLOSING DATE THE CONDITIONS SET FORTH IN ARTICLE IV, (II) ANY
FAILURE BY ANY BORROWER TO BORROW OR TO REFINANCE, CONVERT OR CONTINUE ANY LOAN
HEREUNDER AFTER IRREVOCABLE NOTICE OF SUCH LOAN, REFINANCING, CONVERSION OR
CONTINUATION HAS BEEN GIVEN PURSUANT TO SECTION 2.02 OR 2.06, (III) ANY PAYMENT,
PREPAYMENT OR CONVERSION OF A EURODOLLAR LOAN, WHETHER VOLUNTARY OR INVOLUNTARY,
PURSUANT TO ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE MADE ON A DATE
OTHER THAN THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, (IV) ANY
DEFAULT IN PAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY LOAN OR ANY PART
THEREOF OR INTEREST ACCRUED THEREON, AS AND WHEN DUE AND PAYABLE (AT THE DUE
DATE THEREOF, BY IRREVOCABLE NOTICE OF PREPAYMENT OR OTHERWISE), (V) THE
OCCURRENCE OF ANY EVENT OF DEFAULT OR (VI) THE ASSIGNMENT OF ANY EURODOLLAR LOAN
OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO AS A RESULT
OF A REQUEST BY THE BORROWERS PURSUANT TO