FUNDING LOSSES.
IN THE EVENT ANY LENDER SHALL INCUR ANY LOSS OR
EXPENSE (INCLUDING ANY LOSS OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF
14
DEPOSITS OR OTHER FUNDS ACQUIRED BY SUCH LENDER TO MAKE, CONTINUE OR MAINTAIN
ANY PORTION OF THE PRINCIPAL AMOUNT OF ANY LOAN AS, OR TO CONVERT ANY PORTION OF
THE PRINCIPAL AMOUNT OF ANY LOAN INTO, A EURODOLLAR RATE LOAN) AS A RESULT OF:
(A)
REPAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY EURODOLLAR
RATE LOANS ON A DATE OTHER THAN THE LAST DAY OF THE INTEREST PERIOD APPLICABLE
THERETO, WHETHER PURSUANT TO SECTION 2.8 OR OTHERWISE, OR THE COMPULSORY
ASSIGNMENT OF A EURODOLLAR RATE LOAN OF A NON-CONSENTING LENDER PURSUANT TO
SECTION 9.1;
(B)
ANY CONVERSION OF ALL OR ANY PORTION OF THE OUTSTANDING PRINCIPAL
AMOUNT OF ANY EURODOLLAR RATE LOANS TO BASE RATE LOANS PRIOR TO THE EXPIRATION
OF THE INTEREST PERIOD THEN APPLICABLE THERETO;
(C)
ANY LOANS NOT BEING MADE AS EURODOLLAR RATE LOANS IN ACCORDANCE
WITH THE NOTICE OF BORROWING THEREFOR (EXCEPT IN THE EVENT OF A REVOCATION OF A
NOTICE OF BORROWING PURSUANT TO SECTION 2.9.4 (B)); OR
(D)
ANY LOANS NOT BEING CONTINUED AS, OR CONVERTED INTO, EURODOLLAR
RATE LOANS IN ACCORDANCE WITH THE CONTINUATION/CONVERSION NOTICE GIVEN THEREFOR,
THEN, UPON THE REQUEST BY THE ADMINISTRATIVE AGENT ON BEHALF OF SUCH LENDER IN
THE FORM OF A CERTIFICATE AS TO SUCH AMOUNTS, SHOWING A CALCULATION OF SUCH
AMOUNTS IN REASONABLE DETAIL, SUBMITTED TO THE BORROWER AND THE ADMINISTRATIVE
AGENT BY SUCH LENDER, WHICH SHALL BE PRESUMPTIVE EVIDENCE OF SUCH AMOUNTS (WHICH
REQUEST THE ADMINISTRATIVE AGENT HEREBY AGREES TO DELIVER), THE BORROWER SHALL
PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER SUCH AMOUNT AS
WILL (IN THE REASONABLE DETERMINATION OF SUCH LENDER) REIMBURSE SUCH LENDER FOR
SUCH LOSS OR EXPENSE.
SOLELY FOR PURPOSES OF CALCULATING AMOUNTS PAYABLE BY THE
BORROWER TO SUCH LENDERS UNDER THIS SECTION 2.11, EACH EURODOLLAR RATE LOAN MADE
BY A LENDER (AND EACH RELATED RESERVE, SPECIAL DEPOSIT OR SIMILAR REQUIREMENT)
SHALL BE CONCLUSIVELY DEEMED TO HAVE BEEN FUNDED AT THE RATE USED IN DETERMINING
THE LIBOR RATE FOR SUCH EURODOLLAR RATE LOAN BY A MATCHING DEPOSIT OR OTHER
BORROWING IN THE INTERBANK EURODOLLAR MARKET FOR A COMPARABLE AMOUNT AND FOR A
COMPARABLE PERIOD, WHETHER OR NOT SUCH EURODOLLAR RATE LOAN IS IN FACT SO
FUNDED.
ANY CLAIM BY A LENDER FOR REIMBURSEMENT UNDER THIS SECTION 2.11 SHALL
BE SET FORTH IN A CERTIFICATE DELIVERED BY SUCH LENDER TO THE BORROWER AND THE
ADMINISTRATIVE AGENT SHOWING IN REASONABLE DETAIL THE BASIS FOR SUCH CALCULATION
AND SHALL BE PRESUMPTIVE EVIDENCE OF SUCH AMOUNTS.
THE AGREEMENTS AND
OBLIGATIONS OF THE BORROWER IN THIS SECTION 2.11 SHALL SURVIVE THE PAYMENT OF
ALL OTHER OBLIGATIONS.
IF THE BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO ANY LENDER OR THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 2.11, THEN SUCH LENDER SHALL USE ITS
REASONABLE BEST EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS) TO
TAKE SUCH ACTIONS