OF THIS AGREEMENT SHALL BE
CONCLUSIVE AND BINDING ON THE BORROWERS AND THE LENDERS IN THE ABSENCE OF
MANIFEST ERROR.
ADMINISTRATIVE AGENT SHALL, AT ANY TIME AND FROM TIME TO TIME
UPON REQUEST OF THE BORROWERS OR ANY LENDER, DELIVER TO THE FUNDS ADMINISTRATOR
OR ANY LENDER A STATEMENT SHOWING THE QUOTATIONS USED BY ADMINISTRATIVE AGENT IN
DETERMINING ANY INTEREST RATE APPLICABLE TO LOANS PURSUANT TO THIS AGREEMENT.
56
3.4
COMPENSATION FOR FUNDING LOSSES.
BORROWERS SHALL COMPENSATE EACH
LENDER, UPON ITS WRITTEN REQUEST (WHICH REQUEST SHALL SET FORTH THE BASIS FOR
REQUESTING SUCH AMOUNTS, SHOWING THE CALCULATION THEREOF IN REASONABLE DETAIL),
FOR ALL LOSSES, EXPENSES AND LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY
INTEREST PAID BY SUCH LENDER TO LENDERS OF FUNDS BORROWED BY IT TO MAKE OR CARRY
ITS LOANS TO THE EXTENT NOT RECOVERED BY THE LENDER IN CONNECTION WITH THE
LIQUIDATION OR RE-EMPLOYMENT OF SUCH FUNDS AND INCLUDING THE COMPENSATION
PAYABLE BY SUCH LENDER TO A PERSON TO WHICH THE LENDER HAS PARTICIPATED ALL OR A
PORTION OF SUCH LOAN) AND ANY LOSS SUSTAINED BY SUCH LENDER IN CONNECTION WITH
THE LIQUIDATION OR RE-EMPLOYMENT OF SUCH FUNDS (INCLUDING, WITHOUT LIMITATION, A
RETURN ON SUCH LIQUIDATION OR RE-EMPLOYMENT THAT WOULD RESULT IN SUCH LENDER
RECEIVING LESS THAN IT WOULD HAVE RECEIVED HAD SUCH LOAN REMAINED OUTSTANDING
UNTIL THE LAST DAY OF THE INTEREST PERIOD APPLICABLE TO SUCH LOANS) WHICH THE
LENDER MAY SUSTAIN AS A RESULT OF:
(I) FOR ANY REASON (OTHER THAN A DEFAULT BY
SUCH LENDER OR ADMINISTRATIVE AGENT) A BORROWING OF, CONTINUATION OF, OR
CONVERSION FROM OR INTO, EURODOLLAR LOANS DOES NOT OCCUR ON A DATE SPECIFIED
THEREFOR IN A NOTICE OF BORROWING OR NOTICE OF CONVERSION OR CONTINUATION
(WHETHER OR NOT WITHDRAWN); (II) ANY PAYMENT, PREPAYMENT OR CONVERSION OR
CONTINUATION OF ANY OF ITS EURODOLLAR LOANS OCCURRING FOR ANY REASON WHATSOEVER
ON A DATE WHICH IS NOT THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO;
(III) ANY REPAYMENT OF ANY OF ITS EURODOLLAR LOANS NOT BEING MADE ON THE DATE
SPECIFIED IN A NOTICE OF PAYMENT GIVEN BY THE FUNDS ADMINISTRATOR; OR (IV) (A)
ANY OTHER FAILURE BY THE BORROWERS TO REPAY THEIR EURODOLLAR LOANS WHEN REQUIRED
BY THE TERMS OF THIS AGREEMENT OR (B) AN ELECTION MADE BY BORROWERS PURSUANT TO
SECTION 3.6.
EACH LENDER SHALL SUBMIT ITS WRITTEN REQUEST AS TO ADDITIONAL
AMOUNTS OWED SUCH LENDER UNDER THIS SECTION 3.4 TO THE FUNDS ADMINISTRATOR AND
ADMINISTRATIVE AGENT WITHIN TEN BUSINESS DAYS OF THE EVENT GIVING RISE TO SUCH
REQUEST, WHICH REQUEST SHALL, ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND
BINDING FOR ALL PURPOSES.
3.5
INCREASED COSTS, ILLEGALITY, ETC.
(A)
GENERALLY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.8, IN THE
EVENT THAT ANY LENDER SHALL HAVE DETERMINED (WHICH DETERMINATION SHALL, ABSENT
MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO BUT,
WITH RESPECT TO CLAUSE (I) BELOW, MAY BE MADE ONLY BY ADMINISTRATIVE AGENT):
(I)
ON ANY INTEREST RATE DETERMINATION DATE THAT, BY REASON OF ANY
CHANGES ARISING AFTER THE