BY THE BORROWER TO BORROW OR TO REFINANCE OR CONTINUE ANY LOAN
HEREUNDER, FOR ANY REASON OTHER THAN A DEFAULT BY SUCH LENDER, AFTER IRREVOCABLE
NOTICE OF SUCH BORROWING, REFINANCING OR CONTINUATION HAS BEEN GIVEN PURSUANT TO
SECTION 2.03, 2.04 OR 2.06, (C) ANY PAYMENT, PREPAYMENT OR CONVERSION OF A
EURODOLLAR LOAN OR FIXED RATE LOAN REQUIRED BY ANY OTHER PROVISION OF THIS
AGREEMENT OR OTHERWISE MADE OR DEEMED MADE ON A DATE OTHER THAN THE LAST DAY OF
THE INTEREST PERIOD APPLICABLE THERETO, (D) ANY DEFAULT IN PAYMENT OR PREPAYMENT
BY THE BORROWER OF THE PRINCIPAL AMOUNT OF ANY LOAN OR ANY PART THEREOF OR
INTEREST ACCRUED THEREON, AS AND WHEN DUE AND PAYABLE (AT THE DUE DATE THEREOF,
WHETHER BY SCHEDULED MATURITY, ACCELERATION, IRREVOCABLE NOTICE OF PREPAYMENT OR
OTHERWISE) OR
34
(E) THE OCCURRENCE OF ANY EVENT OF DEFAULT, INCLUDING, IN EACH SUCH CASE, ANY
LOSS (OTHER THAN LOSS OF PROFITS) OR REASONABLE EXPENSE SUSTAINED OR INCURRED OR
TO BE SUSTAINED OR INCURRED IN LIQUIDATING OR EMPLOYING DEPOSITS FROM THIRD
PARTIES ACQUIRED TO EFFECT OR MAINTAIN SUCH LOAN OR ANY PART THEREOF AS A
EURODOLLAR LOAN OR FIXED RATE LOAN.
SUCH LOSS OR REASONABLE EXPENSE SHALL
INCLUDE AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS REASONABLY DETERMINED BY SUCH
LENDER, OF (I) ITS COST OF OBTAINING THE FUNDS FOR THE LOAN BEING PAID, PREPAID,
CONVERTED OR NOT BORROWED (ASSUMED TO BE THE ADJUSTED LIBO RATE OR, IN THE CASE
OF A FIXED RATE LOAN, THE FIXED RATE OF INTEREST APPLICABLE THERETO) FOR THE
PERIOD FROM THE DATE OF SUCH PAYMENT, PREPAYMENT OR FAILURE TO BORROW TO THE
LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A FAILURE TO
BORROW, THE INTEREST PERIOD FOR SUCH LOAN WHICH WOULD HAVE COMMENCED ON THE DATE
OF SUCH FAILURE) OVER (II) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY
SUCH LENDER) THAT WOULD BE REALIZED BY SUCH LENDER IN REEMPLOYING THE FUNDS SO
PAID, PREPAID OR NOT BORROWED FOR SUCH PERIOD OR INTEREST PERIOD, AS THE CASE
MAY BE.
SECTION 2.18.
PRO RATA TREATMENT.
EXCEPT AS REQUIRED UNDER SECTION 2.12(D),
SECTION 2.13 OR SECTION 2.16, EACH STANDBY BORROWING, EACH PAYMENT OR PREPAYMENT
OF PRINCIPAL OF ANY STANDBY BORROWING, EACH PAYMENT OF INTEREST ON THE STANDBY
LOANS, EACH PAYMENT OF THE FACILITY FEES, EACH PAYMENT OF THE UTILIZATION FEES
INSOFAR AS IT RELATES TO STANDBY LOANS, EACH REDUCTION OF THE COMMITMENTS AND
EACH REFINANCING OF ANY BORROWING WITH A STANDBY BORROWING OF ANY TYPE, SHALL BE
ALLOCATED PRO RATA AMONG THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE
COMMITMENTS (OR, IF SUCH COMMITMENTS SHALL HAVE EXPIRED OR BEEN TERMINATED, IN
ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS OF THEIR OUTSTANDING STANDBY
LOANS).
EACH PAYMENT OF PRINCIPAL OF ANY COMPETITIVE BORROWING AND EACH PAYMENT
OF THE UTILIZATION FEES INSOFAR AS THEY RELATE TO ANY COMPETITIVE BORROWING
SHALL BE ALLOCATED PRO RATA AMONG THE LENDERS PARTICIPATING IN SUCH BORROWING IN
ACCORDANCE WITH THE RESPECTIVE PRINCIPAL AMOUNTS OF THEIR OUTSTANDING