NOTICE SHALL DESCRIBE THE BASIS FOR SUCH CLAIM
AND SET FORTH IN REASONABLE DETAIL THE CALCULATION OF SUCH ADDITIONAL AMOUNTS,
ALTHOUGH THE FAILURE TO GIVE ANY SUCH NOTICE SHALL NOT RELEASE OR DIMINISH ANY
OF THE BORROWER'S OBLIGATIONS TO PAY ADDITIONAL AMOUNTS PURSUANT TO THIS
SECTION 1.10(C) UPON THE SUBSEQUENT RECEIPT OF SUCH NOTICE.
1.11
COMPENSATION.
(A)
THE BORROWER SHALL COMPENSATE EACH LENDER, UPON ITS
WRITTEN REQUEST (WHICH REQUEST SHALL SET FORTH THE BASIS FOR REQUESTING SUCH
COMPENSATION AND REASONABLY DETAILED CALCULATIONS THEREOF), FOR ALL REASONABLE
LOSSES, EXPENSES AND LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY LOSS,
EXPENSE OR LIABILITY INCURRED BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF
DEPOSITS OR OTHER FUNDS REQUIRED BY SUCH LENDER TO FUND ITS EURODOLLAR LOANS BUT
EXCLUDING IN ANY EVENT THE LOSS OF ANTICIPATED PROFITS) WHICH SUCH LENDER MAY
ACTUALLY SUSTAIN:
(I) IF FOR ANY REASON (OTHER THAN A DEFAULT BY SUCH LENDER OR
THE ADMINISTRATIVE AGENT) A BORROWING OF EURODOLLAR LOANS DOES NOT OCCUR ON A
DATE SPECIFIED THEREFOR IN A NOTICE OF BORROWING OR NOTICE OF CONVERSION
(WHETHER OR NOT WITHDRAWN BY THE BORROWER OR DEEMED WITHDRAWN PURSUANT TO
SECTION 1.10(A)); (II) IF ANY PREPAYMENT, REPAYMENT OR CONVERSION OF ANY OF ITS
EURODOLLAR LOANS OCCURS ON A DATE WHICH IS NOT THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE THERETO; (III) IF ANY PREPAYMENT OF ANY OF ITS EURODOLLAR
LOANS IS NOT MADE ON ANY DATE SPECIFIED IN A NOTICE OF PREPAYMENT GIVEN BY THE
BORROWER; OR (IV) AS A CONSEQUENCE OF (X) ANY OTHER DEFAULT BY THE BORROWER TO
REPAY ITS EURODOLLAR LOANS WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT OR (Y)
AN ELECTION MADE PURSUANT TO SECTION 1.10(B) OR (Z) THE EARLY TERMINATION OF AN,
OR THE FUNDING OF A SHORTENED, INTEREST PERIOD (OTHER THAN AN INTEREST PERIOD
ELECTED PURSUANT TO SECTION 1.09(A) WHICH MAY BE REQUIRED BY ANY LENDER IN
CONNECTION WITH ANY ASSIGNMENT EFFECTED AFTER THE RESTATEMENT EFFECTIVE DATE AND
ON OR PRIOR TO THE FIRST TO OCCUR OF THE 45TH DAY AFTER THE RESTATEMENT
EFFECTIVE DATE AND THE SYNDICATION DATE).
(B)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, TO THE EXTENT ANY NOTICE OR REQUEST REQUIRED BY SECTION 1.10,
1.11, 2.05 OR 4.04 IS GIVEN BY ANY LENDER MORE
12
THAN 180 DAYS AFTER SUCH LENDER OBTAINED, OR REASONABLY SHOULD HAVE OBTAINED,
KNOWLEDGE OF THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ADDITIONAL COSTS,
REDUCTIONS IN AMOUNTS, LOSSES, TAXES OR OTHER ADDITIONAL AMOUNTS OF THE TYPE
DESCRIBED IN SUCH SECTION, SUCH LENDER SHALL NOT BE ENTITLED TO COMPENSATION
UNDER SECTION 1.10, 1.11, 2.05 OR 4.04 FOR ANY AMOUNTS INCURRED OR ACCRUING
PRIOR TO THE DATE ON WHICH SUCH NOTICE IS GIVEN TO THE BORROWER.
1.12
CHANGE OF LENDING OFFICE.
EACH LENDER AGREES THAT, UPON THE OCCURRENCE OF
ANY EVENT GIVING RISE TO THE OPERATION OF SECTION 1.10(A)(II) OR (III), 1.10(C),
2.05 OR 4.04 WITH RESPECT TO SUCH LENDER, IT WILL, IF REQUESTED BY THE BORROWER,
USE REASONABLE EFFORTS (SUBJECT TO OVERALL POLICY CONSIDERATIONS OF