CREDITOR
PARTY FOR COSTS INCURRED MORE THAN ONE HUNDRED EIGHTY (180) DAYS PRIOR TO
RECEIPT BY THE BORROWERS OF SUCH NOTICE. EACH CREDITOR PARTY SHALL ALLOCATE SUCH
COST INCREASES AMONG ITS CUSTOMERS IN GOOD FAITH AND ON AN EQUITABLE BASIS.
6.10
CERTIFICATE.
A CERTIFICATE SETTING FORTH ANY ADDITIONAL
AMOUNTS PAYABLE PURSUANT TO SECTION 6.8 OR SECTION 6.9 AND A REASONABLY DETAILED
EXPLANATION OF SUCH AMOUNTS WHICH ARE DUE, SUBMITTED BY ANY CREDITOR PARTY TO
THE BORROWERS, SHALL BE PRIMA FACIE EVIDENCE IN THE ABSENCE OF MANIFEST ERROR
THAT SUCH AMOUNTS ARE DUE AND OWING.
6.11
MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
6.11.1
DESIGNATION OF A DIFFERENT LENDING OFFICE.
IF ANY
LENDER REQUESTS COMPENSATION, OR THE BORROWERS ARE REQUIRED TO PAY ANY
ADDITIONAL AMOUNTS TO OR FOR THE BENEFIT OF SUCH LENDER, PURSUANT TO
SECTION 6.7, SECTION 6.8 OR SECTION 6.9, OR IF ANY LENDER GIVES A NOTICE
PURSUANT TO SECTION 6.7, THEN SUCH LENDER SHALL USE REASONABLE EFFORTS TO
DESIGNATE A DIFFERENT DOMESTIC LENDING OFFICE OR LIBOR LENDING OFFICE FOR
FUNDING OR BOOKING ITS LOANS HEREUNDER OR TO ASSIGN ITS RIGHTS AND OBLIGATIONS
HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES, IF, IN THE JUDGMENT
OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (A) WOULD ELIMINATE OR REDUCE
AMOUNTS COMPENSABLE OR PAYABLE PURSUANT TO SECTION 6.7, SECTION 6.8 OR
SECTION 6.9, AS THE CASE MAY BE, IN THE FUTURE, OR ELIMINATE THE NEED FOR THE
NOTICE PURSUANT TO SECTION 6.7 AS APPLICABLE, AND (B) IN EACH CASE, WOULD NOT
SUBJECT SUCH LENDER TO ANY UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE
BE DISADVANTAGEOUS TO SUCH LENDER.
THE BORROWERS HEREBY AGREE TO PAY ALL
REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH
DESIGNATION OR ASSIGNMENT.
6.11.2
REPLACEMENT OF LENDERS.
IF ANY LENDER REQUESTS
COMPENSATION, OR THE BORROWERS ARE REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO OR
FOR THE BENEFIT OF ANY SUCH LENDER, UNDER SECTION 6.7, SECTION 6.8 OR
SECTION 6.9, THE BORROWERS MAY REPLACE SUCH LENDER IN ACCORDANCE WITH
SECTION 6.14.
6.11.3
SURVIVAL.
ALL OF THE BORROWER'S OBLIGATIONS UNDER
SECTION 6.7, SECTION 6.8, SECTION 6.9 AND THIS SECTION SHALL SURVIVE TERMINATION
OF THE COMMITMENTS AND REPAYMENT OF ALL OTHER OBLIGATIONS HEREUNDER.
6.12
INDEMNITY.
THE BORROWERS AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND
EACH LENDER AND TO HOLD EACH OF THEM HARMLESS FROM AND
AGAINST ANY LOSS, COST OR
51
EXPENSE THAT SUCH PERSON MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (A) DEFAULT BY
THE BORROWERS IN PAYMENT OF THE PRINCIPAL AMOUNT OF OR ANY INTEREST ON ANY LIBOR
RATE LOANS AS AND WHEN DUE AND PAYABLE, INCLUDING ANY SUCH LOSS OR EXPENSE
ARISING FROM INTEREST OR FEES PAYABLE BY SUCH LENDER TO LENDERS OF FUNDS
OBTAINED BY IT IN ORDER TO MAINTAIN ITS LIBOR RATE LOANS, (B) DEFAULT BY THE
BORROWERS IN MAKING A BORROWING OR CONVERSION AFTER A BORROWER HAS GIVEN (OR IS
DEEMED TO HAVE GIVEN) A LOAN REQUEST OR A NOTICE (IN THE CASE OF ALL OR ANY
PORTION OF