REASONABLE, PROVIDED THAT
SUCH LENDER'S DETERMINATION OF COMPENSATION OWING UNDER THIS SECTION 2.09(C)
SHALL, ABSENT MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND BINDING ON ALL THE
PARTIES HERETO.
EACH LENDER, UPON DETERMINING THAT ANY ADDITIONAL AMOUNTS WILL
BE PAYABLE PURSUANT TO THIS SECTION 2.09(C), WILL GIVE PROMPT WRITTEN NOTICE
THEREOF TO THE BORROWER, WHICH NOTICE SHALL SHOW IN REASONABLE DETAIL THE BASIS
FOR CALCULATION OF SUCH ADDITIONAL AMOUNTS.
2.10.
COMPENSATION.
THE BORROWER AGREES TO COMPENSATE EACH LENDER, UPON
ITS WRITTEN REQUEST (WHICH REQUEST SHALL SET FORTH IN REASONABLE DETAIL THE
BASIS FOR REQUESTING SUCH COMPENSATION), FOR ALL LOSSES, EXPENSES AND
LIABILITIES (INCLUDING 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 LOSS OF ANTICIPATED PROFITS) WHICH
SUCH LENDER MAY SUSTAIN:
(I) IF FOR ANY REASON (OTHER THAN A DEFAULT BY SUCH
LENDER OR THE ADMINISTRATIVE AGENT) THE BORROWING OF, OR CONVERSION FROM OR
INTO, EURODOLLAR LOANS DOES NOT OCCUR ON A DATE SPECIFIED THEREFOR IN THE NOTICE
OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION; (II) IF ANY PREPAYMENT OR
REPAYMENT (INCLUDING ANY PREPAYMENT OR REPAYMENT MADE PURSUANT TO SECTION 5.01
OR AS A RESULT OF AN ACCELERATION OF THE LOAN PURSUANT TO SECTION 10) OR
CONVERSION OF ANY OF ITS EURODOLLAR LOANS OCCURS ON A DATE WHICH IS NOT THE LAST
DAY OF AN INTEREST PERIOD WITH RESPECT THERETO; (III) IF ANY PREPAYMENT 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 EURODOLLAR LOANS WHEN REQUIRED BY THE TERMS OF THIS AGREEMENT
OR ANY NOTE HELD BY SUCH LENDER OR (Y) ANY ELECTION MADE PURSUANT TO
SECTION 2.09(B).
2.11.
CHANGE OF LENDING OFFICE.
EACH LENDER AGREES THAT ON THE
OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF SECTION 2.09 OR
SECTION 5.04 WITH RESPECT TO SUCH LENDER, IT WILL, IF REQUESTED BY THE BORROWER,
USE REASONABLE EFFORTS (SUBJECT TO OVERALL POLICY CONSIDERATIONS OF SUCH LENDER)
TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOANS OR LETTER OF CREDIT AFFECTED
BY SUCH EVENT, PROVIDED THAT SUCH DESIGNATION IS MADE ON SUCH TERMS THAT SUCH
LENDER AND ITS LENDING OFFICE SUFFER NO ECONOMIC, LEGAL OR REGULATORY
DISADVANTAGE, WITH THE OBJECT OF AVOIDING OR MITIGATING THE CONSEQUENCE OF THE
EVENT GIVING RISE TO THE OPERATION OF SUCH SECTION.
NOTHING IN THIS
SECTION 2.11 SHALL AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF THE BORROWER OR
THE RIGHT OF ANY LENDER PROVIDED IN SECTIONS 2.09 AND 5.04.
2.12.
REPLACEMENT OF LENDERS.
(X) IF ANY LENDER BECOMES A DEFAULTING
LENDER, (Y) UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF
SECTION 2.09(A)(II) OR (III), SECTION 2.09(C), SECTION 3.06 OR SECTION 5.04(A)
WITH RESPECT TO ANY LENDER THAT RESULTS IN SUCH LENDER CHARGING TO THE BORROWER
INCREASED COSTS OR ADDITIONAL AMOUNTS IN EXCESS OF THOSE BEING GENERALLY