MAKE, CONTINUE OR
MAINTAIN) ANY LOANS AS, OR OF CONVERTING (OR OF ITS OBLIGATION TO CONVERT) ANY
LOANS INTO, LIBO RATE LOANS, INCLUDING, WITHOUT LIMITATION, BY REASON OF ANY
REQUIREMENTS IMPOSED BY THE BANK OF ENGLAND UPON THE MAKING OR FUNDING OF LIBO
RATE LOANS.
SUCH LENDER SHALL PROMPTLY NOTIFY THE AGENT AND THE BORROWER IN
WRITING OF THE OCCURRENCE OF ANY SUCH EVENT, SUCH NOTICE TO STATE, IN REASONABLE
DETAIL, THE REASONS THEREFOR AND THE ADDITIONAL
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AMOUNT REQUIRED FULLY TO COMPENSATE SUCH LENDER FOR SUCH INCREASED COST OR
REDUCED AMOUNT.
SUCH ADDITIONAL AMOUNTS SHALL BE PAYABLE BY THE BORROWER
DIRECTLY TO SUCH LENDER WITHIN FIVE DAYS OF ITS RECEIPT OF SUCH NOTICE, AND SUCH
NOTICE SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE AND BINDING ON THE
BORROWER.
SECTION 4.4.
FUNDING LOSSES.
IN THE EVENT ANY LENDER SHALL INCUR ANY LOSS OR
EXPENSE BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF 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 LIBO RATE LOAN AS A RESULT OF (A) ANY REPAYMENT OR
PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY LIBO RATE LOANS ON A DATE OTHER THAN
THE SCHEDULED LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, WHETHER
PURSUANT TO SECTION 3.1, SECTION 3.2 OR OTHERWISE; (B) ANY LOANS NOT BEING MADE
AS LIBO RATE LOANS IN ACCORDANCE WITH THE BORROWING REQUEST THEREFOR; OR (C) ANY
LOANS NOT BEING CONTINUED AS, OR CONVERTED INTO LIBO RATE LOANS IN ACCORDANCE
WITH THE CONTINUATION/CONVERSION NOTICE THEREFOR THEN, UPON THE WRITTEN NOTICE
OF SUCH LENDER TO THE BORROWER (WITH A COPY TO THE AGENT), THE BORROWER SHALL,
WITHIN FIVE DAYS OF ITS RECEIPT THEREOF, PAY DIRECTLY TO SUCH LENDER SUCH AMOUNT
AS WILL (IN THE REASONABLE DETERMINATION OF SUCH LENDER) REIMBURSE SUCH LENDER
FOR SUCH LOSS OR EXPENSE.
SUCH WRITTEN NOTICE (WHICH SHALL INCLUDE CALCULATIONS
IN REASONABLE DETAIL) SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE AND
BINDING ON THE BORROWER.
SECTION 4.5.
INCREASED CAPITAL COSTS.
IF ANY CHANGE IN, OR THE INTRODUCTION,
ADOPTION, EFFECTIVENESS, INTERPRETATION, REINTERPRETATION OR PHASE-IN OF, ANY
LAW OR REGULATION, DIRECTIVE, GUIDELINE, DECISION OR REQUEST (WHETHER OR NOT
HAVING THE FORCE OF LAW) OF ANY COURT, CENTRAL BANK, REGULATOR OR OTHER
GOVERNMENTAL AUTHORITY AFTER THE DATE HEREOF AFFECTS OR WOULD AFFECT THE AMOUNT
OF CAPITAL REQUIRED OR EXPECTED TO BE MAINTAINED BY ANY LENDER, AND SUCH LENDER
DETERMINES (IN ITS SOLE AND ABSOLUTE DISCRETION) THAT THE RATE OF RETURN ON ITS
CAPITAL AS A CONSEQUENCE OF ITS COMMITMENT OR THE LOANS MADE BY SUCH LENDER IS
REDUCED TO A LEVEL BELOW THAT WHICH SUCH LENDER COULD HAVE ACHIEVED BUT FOR THE
OCCURRENCE OF ANY SUCH CIRCUMSTANCE, THEN, IN ANY SUCH CASE UPON NOTICE FROM
TIME TO TIME BY SUCH LENDER TO THE BORROWER, THE BORROWER SHALL IMMEDIATELY PAY
DIRECTLY TO SUCH LENDER ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE