SUCH LAW, INTERPRETATION OR APPLICATION, ALL LIBO RATE TRANCHES SHALL
AUTOMATICALLY CONVERT INTO BASE RATE TRANCHES.
2.5.3
UNASCERTAINABLE INTEREST RATE. IF LENDER SHALL HAVE
DETERMINED IN GOOD FAITH THAT ADEQUATE MEANS DO NOT EXIST FOR ASCERTAINING THE
INTEREST RATE APPLICABLE HEREUNDER TO LIBO RATE TRANCHES, THEN, UPON NOTICE FROM
LENDER TO BORROWER, THE OBLIGATIONS OF LENDER TO MAKE OR CONTINUE LIBO RATE
TRANCHES SHALL FORTHWITH BE SUSPENDED, AND THEREAFTER THE LOAN SHALL CONTINUE AT
THE APPLICABLE BASE RATE UNTIL LENDER SHALL NOTIFY BORROWER THAT THE
CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST. LENDER WILL GIVE SUCH
NOTICE WHEN IT DETERMINES, IN GOOD FAITH, THAT SUCH CIRCUMSTANCES NO LONGER
EXIST; PROVIDED, HOWEVER, THAT LENDER SHALL NOT HAVE ANY LIABILITY WITH RESPECT
TO ANY DELAY IN GIVING SUCH NOTICE.
2.5.4
FUNDING LOSSES. IN THE EVENT LENDER SHALL INCUR ANY
LOSS OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR EXPENSE INCURRED BY
REASON OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY
LENDER TO MAKE OR MAINTAIN ANY LIBO RATE TRANCHE) AS A RESULT OF ANY
CONTINUANCE, CONVERSION, REPAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF, OR
FAILURE TO MAKE OR TERMINATION OF, ANY LIBO RATE TRANCHE ON A DATE OTHER THAN
THE SCHEDULED LAST DAY OF THE LIBOR PERIOD APPLICABLE THERETO, THEN, UPON THE
WRITTEN NOTICE OF SUCH FROM LENDER TO BORROWER, BORROWER SHALL REIMBURSE LENDER
FOR SUCH LOSS OR EXPENSE WITHIN THREE BUSINESS DAYS AFTER RECEIPT OF SUCH
NOTICE. SUCH WRITTEN NOTICE (WHICH SHALL INCLUDE CALCULATIONS IN REASONABLE
DETAIL) SHALL BE CONCLUSIVE AND BINDING IN THE ABSENCE OF READILY DEMONSTRABLE
ERROR.
2.6
ADDITIONAL INTEREST ON LIBO RATE TRANCHES. SO
LONG AS AND TO THE EXTENT LENDER SHALL BE REQUIRED UNDER REGULATIONS OF THE FRB
TO MAINTAIN RESERVES WITH RESPECT TO LIABILITIES OR ASSETS CONSISTING OF OR
INCLUDING EUROCURRENCY LIABILITIES (AS DEFINED IN THE DEFINITION OF RESERVE
PERCENTAGE), AND LENDER'S PERFORMANCE UNDER THIS AGREEMENT SHALL HAVE GIVEN RISE
TO ADDITIONAL RESERVE REQUIREMENTS FOR LENDER THEREUNDER, BORROWER SHALL PAY TO
LENDER ADDITIONAL INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH LIBO RATE
TRANCHE. SUCH ADDITIONAL INTEREST SHALL ACCRUE FROM THE LATER OF THE DATE SUCH
RESERVE REQUIREMENT COMMENCES AND THE DATE OF THE FIRST DISBURSEMENT UNDER SUCH
LIBO RATE TRANCHE UNTIL THE EARLIER OF THE DATE SUCH RESERVE REQUIREMENT ENDS
AND THE DATE THE PRINCIPAL AMOUNT OF SUCH LIBO RATE TRANCHE IS PAID IN FULL, AT
AN INTEREST RATE PER ANNUM EQUAL AT ALL TIMES TO THE REMAINDER OBTAINED BY
SUBTRACTING (A) THE LIBO RATE FOR THE LIBOR PERIOD FOR SUCH LIBO RATE TRANCHE
FROM (B) THE RATE OBTAINED BY DIVIDING THE LIBO RATE BY A PERCENTAGE EQUAL TO
100% MINUS THE RESERVE PERCENTAGE AS IN EFFECT FROM TIME TO TIME DURING SUCH
LIBOR PERIOD. LENDER SHALL, AS SOON AS PRACTICABLE BUT NOT LATER THAN THE LAST
DAY OF THE LIBOR PERIOD, PROVIDE NOTICE TO BORROWER OF
4
ANY SUCH ADDITIONAL INTEREST ARISING IN CONNECTION WITH SUCH LIBO RATE TRANCHE
AND THE CERTIFICATION OF LENDER THAT THE ADDITIONAL AMOUNT