3.04 SHALL,
ABSENT MANIFEST ERROR, BE CONCLUSIVE AND BINDING ON THE PARTIES HERETO.
(C)
A CERTIFICATE OF EACH LENDER SETTING FORTH IN REASONABLE DETAIL
SUCH AMOUNT OR AMOUNTS AS SHALL BE NECESSARY TO COMPENSATE SUCH LENDER OR ITS
HOLDING COMPANY AS SPECIFIED IN SUBSECTION (A) OR (B) ABOVE, AS THE CASE MAY BE,
SHALL BE DELIVERED TO THE BORROWER AND SHALL BE CONCLUSIVE ABSENT MANIFEST
ERROR.
THE BORROWER SHALL PAY EACH LENDER OR THE L/C ISSUER THE AMOUNT SHOWN AS
DUE ON ANY SUCH CERTIFICATE DELIVERED BY IT WITHIN 10 BUSINESS DAYS AFTER
RECEIPT OF THE SAME.
(D)
PROMPTLY AFTER ANY LENDER BECOMES AWARE OF ANY CIRCUMSTANCE THAT
WILL, IN ITS REASONABLE JUDGMENT, RESULT IN A REQUEST FOR INCREASED COMPENSATION
PURSUANT TO THIS SECTION 3.04, SUCH LENDER SHALL NOTIFY THE BORROWER THEREOF.
FAILURE ON THE PART OF ANY LENDER SO TO NOTIFY THE BORROWER OR
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TO DEMAND COMPENSATION FOR ANY INCREASED COSTS OR REDUCTION IN AMOUNTS RECEIVED
OR RECEIVABLE OR REDUCTION IN RETURN ON CAPITAL WITH RESPECT TO ANY PERIOD SHALL
NOT CONSTITUTE A WAIVER OF SUCH LENDER'S RIGHT TO DEMAND COMPENSATION WITH
RESPECT TO SUCH PERIOD OR ANY OTHER PERIOD, EXCEPT AS EXPRESSLY OTHERWISE
PROVIDED ABOVE.
THE PROTECTION OF THIS SECTION 3.04 SHALL BE AVAILABLE TO EACH
LENDER REGARDLESS OF ANY POSSIBLE CONTENTION OF THE INVALIDITY OR
INAPPLICABILITY OF THE LAW, RULE, REGULATION, GUIDELINE OR OTHER CHANGE OR
CONDITION WHICH SHALL HAVE OCCURRED OR BEEN IMPOSED.
SECTION 3.05
FUNDING LOSSES.
THE BORROWER SHALL INDEMNIFY EACH LENDER AGAINST
ANY LOSS OR EXPENSE (BUT EXCLUDING IN ANY EVENT LOSS OF ANTICIPATED PROFIT)
WHICH SUCH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (I) ANY FAILURE BY
ANY BORROWER TO FULFILL ON THE DATE OF ANY BORROWING HEREUNDER THE APPLICABLE
CONDITIONS SET FORTH IN ARTICLE IV, (II) ANY FAILURE BY THE BORROWER TO BORROW
OR TO CONVERT OR CONTINUE ANY LOAN HEREUNDER AFTER IRREVOCABLE NOTICE OF SUCH
BORROWING, CONVERSION OR CONTINUATION HAS BEEN GIVEN PURSUANT TO SECTION 2.02 OR
2.07, (III) ANY PAYMENT, PREPAYMENT OR CONVERSION OF A EURODOLLAR LOAN, WHETHER
VOLUNTARY OR INVOLUNTARY, PURSUANT TO ANY OTHER PROVISION OF THIS AGREEMENT OR
OTHERWISE MADE ON A DATE OTHER THAN THE LAST DAY OF THE INTEREST PERIOD
APPLICABLE THERETO, (IV) ANY DEFAULT IN PAYMENT OR PREPAYMENT 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, BY IRREVOCABLE NOTICE OF PREPAYMENT OR
OTHERWISE) OR (V) THE ASSIGNMENT OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST
DAY OF THE INTEREST PERIOD APPLICABLE THERETO AS A RESULT OF A REQUEST BY THE
BORROWER PURSUANT TO SECTION 2.10(E), INCLUDING, IN EACH SUCH CASE, ANY LOSS 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.
SUCH LOSS OR
REASONABLE EXPENSE SHALL INCLUDE AN AMOUNT EQUAL TO THE EXCESS, IF ANY,