CERTIFICATES FOR REIMBURSEMENT.
A CERTIFICATE OF A LENDER SETTING FORTH THE
AMOUNT OR AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER OR ITS HOLDING COMPANY, AS
THE CASE MAY BE, AS SPECIFIED IN SUBSECTION (A) OR (B) OF THIS SECTION AND
DELIVERED TO THE BORROWER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE
BORROWER SHALL PAY SUCH LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE
WITHIN 10 DAYS AFTER RECEIPT THEREOF.
(D) DELAY IN REQUESTS.
FAILURE OR DELAY ON THE PART OF ANY LENDER TO DEMAND
COMPENSATION PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION SHALL NOT
CONSTITUTE A WAIVER OF SUCH LENDER'S RIGHT TO DEMAND SUCH COMPENSATION, PROVIDED
THAT THE BORROWER SHALL NOT BE REQUIRED TO COMPENSATE A LENDER PURSUANT TO THE
FOREGOING PROVISIONS OF THIS SECTION FOR ANY INCREASED COSTS INCURRED OR
REDUCTIONS SUFFERED MORE THAN NINE MONTHS PRIOR TO THE DATE THAT SUCH LENDER, AS
THE CASE MAY BE, NOTIFIES THE BORROWER OF THE CHANGE IN LAW GIVING RISE TO SUCH
INCREASED COSTS OR REDUCTIONS AND OF SUCH LENDER'S INTENTION TO CLAIM
COMPENSATION THEREFOR (EXCEPT THAT, IF THE CHANGE IN LAW GIVING RISE TO SUCH
INCREASED COSTS OR REDUCTIONS IS RETROACTIVE, THEN THE NINE-MONTH PERIOD
REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT
THEREOF).
SECTION 10.4 FUNDING LOSSES.
UPON DEMAND OF ANY LENDER (WITH A COPY TO THE
AGENT) FROM TIME TO TIME, THE BORROWER SHALL PROMPTLY COMPENSATE SUCH LENDER FOR
AND HOLD SUCH LENDER HARMLESS FROM ANY LOSS, COST OR EXPENSE INCURRED BY IT AS A
RESULT OF:
(A) ANY CONTINUATION, CONVERSION, PAYMENT OR PREPAYMENT OF ANY LOAN OTHER THAN A
BASE RATE LOAN ON A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD FOR SUCH
LOAN (WHETHER VOLUNTARY, MANDATORY, AUTOMATIC, BY REASON OF ACCELERATION, OR
OTHERWISE) ;
(B) ANY FAILURE BY THE BORROWER (FOR A REASON OTHER THAN THE FAILURE OF SUCH
LENDER TO MAKE A LOAN) TO PREPAY, BORROW, CONTINUE OR CONVERT ANY LOAN OTHER
THAN A BASE RATE LOAN ON THE DATE OR IN THE AMOUNT NOTIFIED BY THE BORROWER; OR
(C) ANY ASSIGNMENT OF A EURODOLLAR 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 9.21;
INCLUDING ANY LOSS OF ANTICIPATED PROFITS AND 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.
THE BORROWER SHALL ALSO PAY ANY CUSTOMARY ADMINISTRATIVE FEES CHARGED
BY SUCH LENDER IN CONNECTION WITH THE FOREGOING.
‐46‐
FOR PURPOSES OF CALCULATING AMOUNTS PAYABLE BY THE BORROWER TO THE LENDERS UNDER
THIS SECTION 10.4, EACH LENDER SHALL BE DEEMED TO HAVE FUNDED EACH EURODOLLAR
RATE LOAN MADE BY IT AT THE EURODOLLAR RATE USED IN DETERMINING THE EURODOLLAR
RATE FOR SUCH LOAN BY A MATCHING DEPOSIT OR OTHER BORROWING IN THE LONDON
INTERBANK EURODOLLAR MARKET FOR A COMPARABLE AMOUNT AND FOR