EURODOLLAR RATE LOANS.
THE BORROWER SHALL PAY TO EACH
LENDER, AS LONG AS SUCH LENDER SHALL BE REQUIRED TO MAINTAIN RESERVES WITH
RESPECT TO LIABILITIES OR ASSETS CONSISTING OF OR INCLUDING EUROCURRENCY FUNDS
OR DEPOSITS (CURRENTLY KNOWN AS "EUROCURRENCY LIABILITIES"), ADDITIONAL INTEREST
ON THE UNPAID PRINCIPAL AMOUNT OF EACH EURODOLLAR RATE LOAN EQUAL TO THE ACTUAL
COSTS OF SUCH RESERVES ALLOCATED TO SUCH LOAN BY SUCH LENDER (AS DETERMINED BY
SUCH LENDER IN GOOD FAITH, WHICH DETERMINATION SHALL BE PRESUMPTIVELY CORRECT
ABSENT MANIFEST ERROR), WHICH SHALL BE DUE AND PAYABLE ON EACH DATE ON WHICH
INTEREST IS PAYABLE ON SUCH LOAN, PROVIDED THE BORROWER SHALL HAVE RECEIVED AT
LEAST 10 BUSINESS DAYS' PRIOR NOTICE (WITH A COPY TO THE ADMINISTRATIVE AGENT)
OF SUCH ADDITIONAL INTEREST FROM SUCH LENDER.
IF A LENDER FAILS TO GIVE NOTICE
10 BUSINESS DAYS PRIOR NOTICE TO THE RELEVANT INTEREST PAYMENT DATE, SUCH
ADDITIONAL INTEREST SHALL BE DUE AND PAYABLE 10 BUSINESS DAYS FROM RECEIPT OF
SUCH NOTICE.
3.05
COMPENSATION FOR LOSSES.
WITHIN 30 DAYS OF RECEIPT OF A REASONABLY
DETAILED WRITTEN INVOICE THEREFOR, THE BORROWER SHALL PROMPTLY COMPENSATE SUCH
LENDER FOR AND HOLD SUCH LENDER HARMLESS FROM ANY LOSS (BUT NOT LOST PROFITS),
COST OR EXPENSE ACTUALLY 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, OTHER THAN PURSUANT TO SECTION 3.03
(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 10.13;
53
including any actual 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.
For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at 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 a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.
3.06
MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(A)
DESIGNATION OF A DIFFERENT LENDING OFFICE.
IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 3.04, OR THE BORROWER IS REQUIRED TO PAY ANY
ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF
ANY LENDER PURSUANT TO SECTION 3.01, OR IF ANY LENDER GIVES A NOTICE