AMOUNT NOTIFIED BY THE BORROWER; OR
(C)
ANY ASSIGNMENT OF A EURODOLLAR RATE LOAN OR
SCREEN RATE LOAN ON A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD
THEREFOR AS A RESULT OF A REQUEST BY THE BORROWER PURSUANT TO SECTION 3.07;
including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained.
For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan or Screen Rate Loan, as applicable, made by it at the rate used in
determining the Eurodollar Rate or Screen
80
Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market or Canadian Dollar market for a comparable amount
and for a comparable period, whether or not such Eurodollar Rate Loan or Screen
Rate Loan was in fact so funded.
3.06
Matters Applicable to all Requests for
Compensation.
(a)
A certificate of any Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error.
In determining such amount, such Agent or such Lender may use
any reasonable averaging and attribution methods.
(B)
WITH RESPECT TO ANY LENDER'S CLAIM FOR
COMPENSATION UNDER SECTION 3.01, 3.02 OR 3.04, THE BORROWER SHALL NOT BE
REQUIRED TO COMPENSATE SUCH LENDER FOR ANY AMOUNT INCURRED MORE THAN ONE HUNDRED
AND EIGHTY (180) DAYS PRIOR TO THE DATE THAT SUCH LENDER NOTIFIES THE BORROWER
OF THE EVENT THAT GIVES RISE TO SUCH CLAIM; PROVIDED, THAT, IF THE CIRCUMSTANCE
GIVING RISE TO SUCH CLAIM IS RETROACTIVE, THEN SUCH 180-DAY PERIOD REFERRED TO
ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
IF
ANY LENDER REQUESTS COMPENSATION BY THE BORROWER UNDER SECTION 3.04, THE
BORROWER MAY, BY NOTICE TO SUCH LENDER (WITH A COPY TO THE ADMINISTRATIVE
AGENT), SUSPEND THE OBLIGATION OF SUCH LENDER TO MAKE OR CONTINUE FROM ONE
INTEREST PERIOD TO ANOTHER EURODOLLAR RATE LOANS OR SCREEN RATE LOANS, OR TO
CONVERT BASE RATE LOANS INTO EURODOLLAR RATE LOANS, UNTIL THE EVENT OR CONDITION
GIVING RISE TO SUCH REQUEST CEASES TO BE IN EFFECT (IN WHICH CASE THE PROVISIONS
OF SECTION 3.06(C) SHALL BE APPLICABLE); PROVIDED, THAT SUCH SUSPENSION SHALL
NOT AFFECT THE RIGHT OF SUCH LENDER TO RECEIVE THE COMPENSATION SO REQUESTED.
(C)
IF THE OBLIGATION OF ANY LENDER TO MAKE OR
CONTINUE FROM ONE INTEREST PERIOD TO ANOTHER ANY EURODOLLAR RATE LOAN OR SCREEN
RATE LOAN, OR TO CONVERT BASE RATE LOANS INTO EURODOLLAR RATE LOANS SHALL BE
SUSPENDED PURSUANT TO SECTION 3.06(B) HEREOF, SUCH LENDER'S EURODOLLAR RATE
LOANS SHALL BE AUTOMATICALLY CONVERTED INTO BASE RATE LOANS ON THE LAST DAY(S)
OF THE THEN CURRENT INTEREST PERIOD(S) FOR SUCH EURODOLLAR RATE LOANS (OR, IN
THE