A COMPARABLE PERIOD,
WHETHER OR NOT SUCH EURODOLLAR RATE LOAN WAS IN FACT SO FUNDED.
SECTION 10.5 INABILITY TO DETERMINE RATES.
IF IN CONNECTION WITH ANY REQUEST
FOR A EURODOLLAR RATE LOAN OR A CONVERSION TO OR CONTINUATION THEREOF THAT (A)
THE AGENT DETERMINES THAT (I) DOLLAR DEPOSITS ARE NOT BEING OFFERED TO BANKS IN
THE LONDON INTERBANK EURODOLLAR MARKET FOR THE APPLICABLE AMOUNT AND INTEREST
PERIOD OF SUCH EURODOLLAR RATE LOAN OR (II) ADEQUATE AND REASONABLE MEANS DO NOT
EXIST FOR DETERMINING THE EURODOLLAR RATE FOR ANY REQUESTED INTEREST PERIOD WITH
RESPECT TO A PROPOSED EURODOLLAR RATE LOAN, OR (B) THE REQUIRED LENDERS
DETERMINE THAT FOR ANY REASON THE EURODOLLAR RATE FOR ANY REQUESTED INTEREST
PERIOD WITH RESPECT TO A PROPOSED EURODOLLAR RATE LOAN DOES NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO SUCH LENDERS OF FUNDING SUCH LOAN, THE AGENT WILL
PROMPTLY SO NOTIFY THE BORROWER AND EACH LENDER.
THEREAFTER, (X) THE OBLIGATION
OF THE LENDERS TO MAKE OR MAINTAIN EURODOLLAR RATE LOANS SHALL BE SUSPENDED (TO
THE EXTENT OF THE AFFECTED EURODOLLAR RATE LOANS OR INTEREST PERIODS), AND (Y)
IN THE EVENT OF A DETERMINATION DESCRIBED IN THE PRECEDING SENTENCE WITH RESPECT
TO THE EURODOLLAR RATE COMPONENT OF THE BASE RATE, THE UTILIZATION OF THE
EURODOLLAR RATE COMPONENT IN DETERMINE THE BASE RATE SHALL BE SUSPENDED, IN EACH
CASE UNTIL THE AGENT (UPON THE INSTRUCTION OF THE REQUIRED LENDERS) REVOKES SUCH
NOTICE.
UPON RECEIPT OF SUCH NOTICE, THE BORROWER MAY REVOKE ANY PENDING
REQUEST FOR A BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR RATE
LOANS (TO THE EXTENT OF THE AFFECTED EURODOLLAR RATE LOANS OR INTEREST PERIODS)
OR, FAILING THAT, WILL BE DEEMED TO HAVE CONVERTED SUCH REQUEST INTO A REQUEST
FOR A BORROWING OF BASE RATE LOANS IN THE AMOUNT SPECIFIED THEREIN.
SECTION 10.6 CERTIFICATES OF LENDERS.
ANY LENDER CLAIMING REIMBURSEMENT OR
COMPENSATION PURSUANT TO THIS ARTICLE X SHALL DELIVER TO THE BORROWER (WITH A
COPY TO AGENT) A CERTIFICATE SETTING FORTH IN REASONABLE DETAIL THE AMOUNT
PAYABLE TO SUCH LENDER HEREUNDER AND SUCH CERTIFICATE SHALL BE CONCLUSIVE AND
BINDING ON THE BORROWER IN THE ABSENCE OF MANIFEST ERROR.
ARTICLE XI
DEFINITIONS
SECTION 11.1 DEFINED TERMS.
THE FOLLOWING TERMS ARE DEFINED IN THE SECTIONS OR
SUBSECTIONS REFERENCED OPPOSITE SUCH TERMS:
"Affected Lender"9.21
"Agent Report"8.5(c)
"Audited Annual Financial Statements"4.1(a)
"Bank of America"Preamble
"Borrower"Preamble
"Borrower Materials"9.9(e)
"Event of Default"7.1
"FCPA"2.1(f)
"Fee Letter"1.9(a))
"Indemnified Matters"9.6
"Indemnitees"9.6
"Lender"Preamble
"Loan" or "Loans"1.1(a)
"Maximum Lawful Rate"1.3(d)
"MNPI"9.9(a)
"Platform"9.9(e)
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"Register"9.8(c)
"Replacement Lender"9.21
"SPC"9.8(g)
"Tax Returns"3.10
"Unaudited Quarterly Financial Statements"4.1(b)
In addition to the terms defined elsewhere in this Agreement, the following
terms have the following meanings:
"Administrative Questionnaire" means an administrative questionnaire to be
completed by each Lender in form and substance acceptable to the Agent.
"Affiliate" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.
A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly,