OF THE MATURITY OF THE LOANS PURSUANT TO SUBSECTION 7 OR FOR ANY
OTHER REASON, (B) ANY BORROWING OF EUROCURRENCY LOANS IS NOT MADE AS A RESULT OF
A WITHDRAWN NOTICE OF BORROWING, (C) ANY BASE RATE LOAN IS NOT CONVERTED INTO A
EUROCURRENCY LOAN AS A RESULT OF A WITHDRAWN NOTICE OF CONVERSION OR
CONTINUATION, (D) ANY EUROCURRENCY LOAN IS NOT CONTINUED AS A EUROCURRENCY LOAN
AS A RESULT OF A WITHDRAWN NOTICE OF CONVERSION OR CONTINUATION OR (F) ANY
PREPAYMENT OF PRINCIPAL OF ANY EUROCURRENCY LOAN IS NOT MADE AS A RESULT OF A
WITHDRAWN NOTICE OF PREPAYMENT PURSUANT TO SUBSECTION 2.4, THE BORROWER SHALL,
AFTER RECEIPT OF A WRITTEN REQUEST BY SUCH LENDER (WHICH REQUEST SHALL SET FORTH
IN REASONABLE DETAIL THE BASIS FOR REQUESTING SUCH AMOUNT), PAY TO THE AGENT FOR
THE ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO COMPENSATE SUCH LENDER FOR
ANY ADDITIONAL LOSSES, COSTS OR EXPENSES THAT SUCH LENDER MAY REASONABLY INCUR
AS A RESULT OF SUCH PAYMENT, FAILURE TO CONVERT, FAILURE TO CONTINUE OR FAILURE
TO PREPAY, INCLUDING ANY LOSS, COST OR EXPENSE (EXCLUDING LOSS OF ANTICIPATED
PROFITS) ACTUALLY INCURRED BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF
DEPOSITS OR OTHER FUNDS ACQUIRED BY ANY LENDER TO FUND OR MAINTAIN SUCH
EUROCURRENCY LOAN.
2.17.
Notice of Amounts Payable; Relocation of Funding Office; Mandatory
Assignment.
(j)In the event that any Lender becomes aware that any amounts are
or will be owed to it pursuant to subsection 2.13, 2.14, 2.15(a) or 2.16, then
it shall promptly notify the Company thereof and,
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as soon as possible thereafter, such Lender shall submit to the Company a
certificate indicating the amount owing to it, the calculation thereof and a
description in reasonable detail of the circumstances giving rise to such
amount.
The amounts set forth in such certificate shall be prima facie evidence
of the obligations of the Company hereunder; provided, however, that the failure
of the Company to pay any amount owing to any Lender pursuant to subsection
2.13, 2.14, 2.15(a) or 2.16 shall not be deemed to constitute a Default or an
Event of Default hereunder to the extent that the Company is contesting in good
faith its obligation to pay such amount by ongoing discussions diligently
pursued with such Lender or by appropriate proceedings.
(A)
IF A LENDER CLAIMS ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO SUBSECTION
2.13 OR 2.14, IT SHALL USE ITS REASONABLE EFFORTS (CONSISTENT WITH LEGAL AND
REGULATORY RESTRICTIONS) TO AVOID THE NEED FOR PAYING SUCH ADDITIONAL AMOUNTS,
INCLUDING CHANGING THE JURISDICTION OF ITS APPLICABLE FUNDING OFFICE, PROVIDED
THAT THE TAKING OF ANY SUCH ACTION WOULD NOT, IN THE REASONABLE JUDGMENT OF SUCH
LENDER, BE DISADVANTAGEOUS TO SUCH LENDER.
(B)
IN THE EVENT THAT ANY LENDER DELIVERS TO THE COMPANY A CERTIFICATE IN
ACCORDANCE WITH SUBSECTION 2.17(A) (OTHER THAN A CERTIFICATE AS TO AMOUNTS
PAYABLE PURSUANT TO SUBSECTION 2.16), OR THE COMPANY IS REQUIRED TO PAY ANY
ADDITIONAL AMOUNTS OR OTHER PAYMENTS IN ACCORDANCE WITH SUBSECTION 2.13, 2.14 OR