OR CONVERSION OF ANY LIBOR LOAN OF SUCH LENDER ON A DATE OTHER THAN THE LAST DAY
OF AN INTEREST PERIOD FOR SUCH LOAN (INCLUDING ANY CONVERSION PURSUANT TO
SECTION 8.3) OR (B) ANY FAILURE OF THE COMPANY TO BORROW, CONVERT OR CONTINUE
ANY LOAN ON A DATE SPECIFIED THEREFOR IN A NOTICE OF BORROWING, CONVERSION OR
CONTINUATION PURSUANT TO THIS AGREEMENT.
FOR THIS PURPOSE, ALL NOTICES TO THE
ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT SHALL BE DEEMED TO BE
IRREVOCABLE.
8.5
RIGHT OF LENDERS TO FUND THROUGH OTHER OFFICES.
EACH LENDER MAY,
IF IT SO ELECTS, FULFILL ITS COMMITMENT AS TO ANY LIBOR LOAN BY CAUSING A
FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH LOAN; PROVIDED THAT IN
SUCH EVENT FOR THE PURPOSES OF THIS AGREEMENT SUCH LOAN SHALL BE DEEMED TO HAVE
BEEN MADE BY SUCH LENDER AND THE OBLIGATION OF THE COMPANY TO REPAY SUCH LOAN
SHALL NEVERTHELESS BE TO SUCH LENDER AND SHALL BE DEEMED HELD BY IT, TO THE
35
EXTENT OF SUCH LOAN, FOR THE ACCOUNT OF SUCH BRANCH OR AFFILIATE.
8.6
DISCRETION OF LENDERS AS TO MANNER OF FUNDING.
NOTWITHSTANDING
ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EACH LENDER SHALL BE ENTITLED
TO FUND AND MAINTAIN ITS FUNDING OF ALL OR ANY PART OF ITS LOANS IN ANY MANNER
IT SEES FIT, IT BEING UNDERSTOOD, HOWEVER, THAT FOR THE PURPOSES OF THIS
AGREEMENT ALL DETERMINATIONS HEREUNDER SHALL BE MADE AS IF SUCH LENDER HAD
ACTUALLY FUNDED AND MAINTAINED EACH LIBOR LOAN DURING EACH INTEREST PERIOD FOR
SUCH LOAN THROUGH THE PURCHASE OF DEPOSITS HAVING A MATURITY CORRESPONDING TO
SUCH INTEREST PERIOD AND BEARING AN INTEREST RATE EQUAL TO THE LIBOR RATE FOR
SUCH INTEREST PERIOD.
8.7
MITIGATION OF CIRCUMSTANCES; REPLACEMENT OF LENDERS.
(A)
EACH
LENDER SHALL PROMPTLY NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT OF ANY
EVENT OF WHICH IT HAS KNOWLEDGE WHICH WILL RESULT IN, AND WILL USE REASONABLE
COMMERCIAL EFFORTS AVAILABLE TO IT (AND NOT, IN SUCH LENDER'S SOLE JUDGMENT,
OTHERWISE DISADVANTAGEOUS TO SUCH LENDER) TO MITIGATE OR AVOID, (I) ANY
OBLIGATION BY THE COMPANY TO PAY ANY AMOUNT PURSUANT TO SECTIONS 7.6 OR 8.1 OR
(II) THE OCCURRENCE OF ANY CIRCUMSTANCES DESCRIBED IN SECTIONS 8.2 OR 8.3 (AND,
IF ANY LENDER HAS GIVEN NOTICE OF ANY SUCH EVENT DESCRIBED IN CLAUSE (I) OR (II)
ABOVE AND THEREAFTER SUCH EVENT CEASES TO EXIST, SUCH LENDER SHALL PROMPTLY SO
NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT).
WITHOUT LIMITING THE
FOREGOING, EACH LENDER WILL DESIGNATE A DIFFERENT FUNDING OFFICE IF SUCH
DESIGNATION WILL AVOID (OR REDUCE THE COST TO THE COMPANY OF) ANY EVENT
DESCRIBED IN CLAUSE (I) OR (II) ABOVE AND SUCH DESIGNATION WILL NOT, IN SUCH
LENDER'S SOLE JUDGMENT, BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
(b)
If the Company becomes obligated to pay additional amounts to any
Lender pursuant to Sections 7.6 or 8.1, or any Lender gives notice of the
occurrence of any circumstances described in Sections 8.2 or 8.3, the Company
may designate another