OR DEEMED MADE ON A DATE OTHER THAN THE LAST
DAY OF THE INTEREST PERIOD APPLICABLE THERETO OR (D) 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, WHETHER
AT SCHEDULED MATURITY, BY ACCELERATION, IRREVOCABLE NOTICE OF PREPAYMENT OR
OTHERWISE), 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 BE EQUAL TO
THE SUM OF (I) SUCH LENDER'S ACTUAL COSTS AND EXPENSES INCURRED (OTHER THAN ANY
LOST PROFITS) IN CONNECTION WITH, OR BY REASON OF, ANY OF THE FOREGOING EVENTS
AND (II) AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS REASONABLY DETERMINED BY SUCH
LENDER, OF (A) ITS COST OF OBTAINING THE FUNDS FOR THE LOAN BEING PAID, PREPAID,
CONVERTED OR NOT BORROWED, CONVERTED OR CONTINUED (ASSUMED TO BE THE ADJUSTED
LIBO RATE APPLICABLE THERETO) FOR THE PERIOD FROM AND INCLUDING THE DATE OF SUCH
PAYMENT, PREPAYMENT, CONVERSION OR FAILURE TO BORROW, CONVERT OR CONTINUE TO BUT
EXCLUDING THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF
A FAILURE TO BORROW, CONVERT OR CONTINUE, THE INTEREST PERIOD FOR SUCH LOAN THAT
51
WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) OVER (B) THE AMOUNT OF
INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD BE REALIZED BY
SUCH LENDER IN REEMPLOYING THE FUNDS SO PAID, PREPAID, CONVERTED OR NOT
BORROWED, CONVERTED OR CONTINUED FOR SUCH PERIOD, INTEREST PERIOD.
A
CERTIFICATE OF ANY LENDER SETTING FORTH ANY AMOUNT OR AMOUNTS, INCLUDING
CALCULATIONS IN REASONABLE DETAIL, THAT SUCH LENDER IS ENTITLED TO RECEIVE
PURSUANT TO THIS SECTION 2.15 SHALL BE DELIVERED TO THE BORROWER AND SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
SECTION 2.16. PRO RATA TREATMENT.
EXCEPT AS PERMITTED UNDER SECTIONS 2.23, 2.24
AND 2.25, EACH BORROWING, EACH PAYMENT OR PREPAYMENT OF PRINCIPAL OF ANY
BORROWING, EACH PAYMENT OF INTEREST ON THE LOANS AND THE FEES DUE TO THE
LENDERS, EACH REDUCTION OF THE COMMITMENTS OF A CLASS AND EACH CONVERSION OF ANY
BORROWING TO OR CONTINUATION OF ANY BORROWING AS A BORROWING OF ANY TYPE SHALL
BE ALLOCATED PRO RATA AMONG THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE
APPLICABLE COMMITMENTS (PROVIDED THAT (X) IN THE CASE OF TERM LOANS OR (Y) IN
THE EVENT THAT SUCH COMMITMENTS SHALL HAVE EXPIRED OR BEEN TERMINATED, SUCH PRO
RATA ALLOCATION SHALL BE BASED ON THE RESPECTIVE PRINCIPAL AMOUNTS OF THE
OUTSTANDING LOANS OR ACCRUED INTEREST THEREON, AS APPROPRIATE).
EACH LENDER
AGREES THAT IN COMPUTING SUCH LENDER'S PORTION OF ANY BORROWING TO BE MADE
HEREUNDER, THE ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION, ROUND EACH LENDER'S
PERCENTAGE OF SUCH BORROWING, COMPUTED IN ACCORDANCE WITH SECTION 2.01, TO THE
NEXT HIGHER OR LOWER WHOLE U.S. DOLLAR.