BANK SETTING FORTH IN REASONABLE DETAIL THE BASIS FOR, AND THE CALCULATION
OF SUCH ADDITIONAL COST, REDUCED PAYMENTS OR CAPITAL REQUIREMENTS, AS THE CASE
MAY BE, AND THE ADDITIONAL AMOUNTS REQUIRED TO COMPENSATE SUCH BANK THEREFOR.
(V)
WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT BY THE BORROWER OF ANY
NOTICE REFERRED TO IN SECTION 5(C), THE BORROWER SHALL PAY TO THE AGENT FOR THE
ACCOUNT OF THE BANK ISSUING SUCH NOTICE SUCH ADDITIONAL AMOUNTS AS ARE REQUIRED
TO COMPENSATE SUCH BANK FOR THE INCREASED COST, REDUCED PAYMENTS OR INCREASED
CAPITAL REQUIREMENTS IDENTIFIED THEREIN, AS THE CASE MAY BE.
(D)
DISCRETION OF BANK AS TO MANNER OF FUNDING.
NOTWITHSTANDING ANY
PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, EACH BANK SHALL BE ENTITLED TO
FUND AND MAINTAIN ITS FUNDING OF ALL OR ANY PART OF ITS LOAN 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 EACH
BANK HAD ACTUALLY FUNDED
AND MAINTAINED EACH EURODOLLAR LOAN THROUGH THE PURCHASE OF DEPOSITS HAVING A
MATURITY CORRESPONDING TO THE LAST DAY OF THE INTEREST PERIOD APPLICABLE TO SUCH
EURODOLLAR LOAN AND BEARING AN INTEREST RATE TO THE APPLICABLE INTEREST RATE FOR
SUCH EURODOLLAR PERIOD.
(E)
BREAKAGE FEES.
WITHOUT DUPLICATION UNDER ANY OTHER PROVISION
HEREOF, IF ANY BANK INCURS ANY LOSS, COST OR EXPENSE INCLUDING, WITHOUT
LIMITATION, ANY LOSS OF PROFIT OR LOSS, COST, EXPENSE OR PREMIUM REASONABLY
INCURRED BY REASON OF THE LIQUIDATION OR
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RE-EMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY SUCH BANK TO FUND OR
MAINTAIN ANY EURODOLLAR LOAN OR THE RELENDING OR REINVESTING OF SUCH DEPOSITS OR
AMOUNTS PAID OR PREPAID TO THE BANKS AS A RESULT OF ANY OF THE FOLLOWING EVENTS
OTHER THAN ANY SUCH OCCURRENCE AS A RESULT IN THE CHANGE OF CIRCUMSTANCES
DESCRIBED IN SECTIONS 5(A) AND (B):
(i)
any payment, prepayment or conversion of a Eurodollar Loan on a
date other than the last day of its Interest Period (whether by acceleration,
prepayment or otherwise);
(ii)
any failure to make a principal payment of a Eurodollar Loan on
the due date thereof; or
(iii)
any failure by the Borrower to borrow, continue, prepay or
convert to a Eurodollar Loan on the dates specified in a notice given pursuant
to Section 2(c) or 4(c) hereof;
then the Borrower shall pay to such Bank such amount as will reimburse such Bank
for such loss, cost or expense.
If any Bank makes such a claim for
compensation, it shall furnish to Borrower and Agent a statement setting forth
the amount of such loss, cost or expense in reasonable detail (including an
explanation of the basis for and the computation of such loss, cost or expense)
and the amounts shown on such statement shall be conclusive and binding absent
manifest error.
6.
COLLATERAL SECURITY.
TO SECURE THE PERFORMANCE BY BORROWER OF
ITS OBLIGATIONS HEREUNDER, AND UNDER THE NOTES AND SECURITY INSTRUMENTS, WHETHER
NOW OR HEREAFTER INCURRED, MATURED OR UNMATURED, DIRECT OR CONTINGENT,