BECOME ENTITLED TO CLAIM ANY
ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.7, IT SHALL PROMPTLY NOTIFY THE
BORROWER OF THE EVENT BY REASON OF WHICH IT HAS BECOME SO ENTITLED.
A
CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS SO CLAIMED PAYABLE CONTAINING THE
CALCULATION THEREOF IN REASONABLE DETAIL SUBMITTED BY A LENDER OR THE ISSUING
LENDER TO THE BORROWER, ACCOMPANIED BY A CERTIFICATION THAT SUCH LENDER OR
ISSUING LENDER HAS REQUIRED SUBSTANTIALLY ALL OBLIGORS UNDER OTHER COMMITMENTS
OF THIS TYPE MADE AVAILABLE BY SUCH LENDER OR ISSUING LENDER TO SIMILARLY SO
COMPENSATE SUCH LENDER OR ISSUING LENDER, SHALL CONSTITUTE PRIMA FACIE EVIDENCE
THEREOF; PROVIDED THAT THE BORROWER SHALL NOT BE REQUIRED TO COMPENSATE A LENDER
OR THE ISSUING LENDER PURSUANT TO THIS SECTION 2.7 FOR ANY INCREASED COST OR
REDUCTION IN RESPECT OF A PERIOD OCCURRING MORE THAN SIX MONTHS PRIOR TO THE
DATE THAT SUCH LENDER OR ISSUING LENDER NOTIFIES THE BORROWER OF SUCH LENDER'S
INTENTION TO CLAIM COMPENSATION THEREFOR UNLESS THE CIRCUMSTANCES GIVING RISE TO
SUCH INCREASED COST OR REDUCTION BECAME APPLICABLE RETROACTIVELY, IN WHICH CASE
NO SUCH TIME LIMITATION SHALL APPLY SO LONG AS SUCH LENDER REQUESTS COMPENSATION
WITHIN SIX MONTHS FROM THE DATE SUCH CIRCUMSTANCES BECOME APPLICABLE.
(3)
OTHER THAN AS SET FORTH IN THIS SECTION 2.7, THE FAILURE OR DELAY
ON THE PART OF ANY LENDER OR ISSUING LENDER TO DEMAND COMPENSATION PURSUANT TO
THIS SECTION 2.7 SHALL NOT CONSTITUTE A WAIVER OF SUCH LENDER'S OR ISSUING
LENDER'S RIGHT TO DEMAND SUCH COMPENSATION.
THE PROVISIONS OF THIS SECTION 2.7
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LOANS AND ALL
OTHER OBLIGATIONS.
2.8.
Obligation of Lenders to Mitigate; Replacement of Lenders.
Each
Lender agrees that:
(1)
AS PROMPTLY AS REASONABLY PRACTICABLE AFTER THE OFFICER OF SUCH
LENDER RESPONSIBLE FOR ADMINISTERING SUCH LENDER'S COMMITMENT BECOMES AWARE OF
ANY EVENT OR CONDITION THAT WOULD ENTITLE SUCH LENDER TO RECEIVE PAYMENTS UNDER
SECTION 2.7 ABOVE OR SECTION 2.10 BELOW OR TO CEASE MAINTAINING LIBO RATE LOANS
UNDER SECTION 2.5 ABOVE, SUCH LENDER WILL USE REASONABLE EFFORTS:
(I) TO
MAINTAIN ITS COMMITMENT AND REVOLVING CREDIT EXPOSURE THROUGH ANOTHER LENDING
OFFICE OF SUCH LENDER OR (II) TAKE SUCH OTHER MEASURES AS SUCH LENDER MAY DEEM
REASONABLE, IF AS A RESULT THEREOF THE ADDITIONAL AMOUNTS WHICH WOULD OTHERWISE
BE REQUIRED TO BE
18
PAID TO SUCH LENDER PURSUANT TO SECTION 2.7 ABOVE OR PURSUANT TO SECTION 2.10
BELOW WOULD BE MATERIALLY REDUCED OR ELIMINATED OR THE CONDITIONS RENDERING SUCH
LENDER INCAPABLE OF MAINTAINING LIBO RATE LOANS UNDER SECTION 2.5 ABOVE NO
LONGER WOULD BE APPLICABLE, AND IF, AS DETERMINED BY SUCH LENDER IN ITS SOLE
DISCRETION, THE MAINTAINING OF SUCH LIBO RATE LOANS THROUGH SUCH OTHER LENDING
OFFICE OR IN ACCORDANCE WITH SUCH OTHER MEASURES, AS THE CASE MAY BE, WOULD NOT
OTHERWISE MATERIALLY ADVERSELY AFFECT SUCH LIBO RATE LOANS OR THE INTERESTS OF
SUCH LENDER.
(2)
IF THE BORROWER RECEIVES A NOTICE PURSUANT TO SECTION 2.7 ABOVE OR
PURSUANT TO SECTION 2.10 BELOW OR A NOTICE PURSUANT