Common use of Funding; Certificates of Lenders Clause in Contracts

Funding; Certificates of Lenders. (a) Each Lender may fulfill its obligation to make, Continue or Convert Loans into Offshore Rate Loans by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Offshore Rate Loans; provided, however, that such Offshore Rate -------- ------- Loans shall in such event be deemed to have been made and to be held by such Lender and the obligation of the Company to repay such Offshore Rate Loans shall be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Company hereby consents and agrees that, for purposes of any determination to be made pursuant to Section ------- 4.01, 4.02, 4.03, 4.04 or 4.06, it shall be conclusively assumed that each ---------------------- ---- Lender elected to fund all Offshore Rate Loans by a matching deposit or other borrowing in the applicable offshore interbank market. (b) Any Lender claiming reimbursement or compensation pursuant to Sections 3.04, 4.02, 4.03, 4.05 and/or 4.06 shall deliver to the Company through ------------------------------- ---- the Agent a certificate setting forth in reasonable detail the basis for computing the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error. The Company shall pay to any Lender claiming compensation or reimbursement from the Company pursuant to Sections 4.02, 4.03, 4.05 or 4.06 the amount requested by ------------------------- ---- such Lender no later than five Business Days after such demand.

Funding; Certificates of Lenders. (a) Each Lender may fulfill its obligation to make, Continue or Convert Loans into Offshore Rate Loans by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Offshore Rate Loans; provided, however, that such Offshore Rate -------- ------- Loans shall in such event be deemed to have been made and to be held by such Lender and the obligation of the Company to repay such Offshore Rate Loans shall be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Company hereby consents and agrees that, for purposes of any determination to be made pursuant to Section ------- 4.01, 4.02, 4.03, 4.04 or 4.06, it shall be conclusively ------------------------------ ---- assumed that each ---------------------- ---- Lender elected to fund all Offshore Rate Loans by a matching deposit or other borrowing in the applicable offshore interbank market. (b) Any Lender claiming reimbursement or compensation pursuant to Sections -------- 3.04, 4.02, 4.03, 4.05 and/or 4.06 shall deliver to the Company through ------------------------------- the ---------------------- ---- the Agent a certificate setting forth in reasonable detail the basis for computing the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error. The Company shall pay to any Lender claiming compensation or reimbursement from the Company pursuant to Sections 4.02, 4.03, 4.05 or 4.06 the amount requested by ------------------------- ---- such Lender no later than five Business Days after such demand.

Funding; Certificates of Lenders. (a) Each Lender may fulfill its obligation to make, Continue or Convert Loans into Offshore Rate Loans by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Offshore Rate Loans; provided, however, that such Offshore Rate -------- ------- Loans shall in such event be deemed to have been made and to be held by such Lender and the obligation of the Company to repay such Offshore Rate Loans shall be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Company hereby consents and agrees that, for purposes of any determination to be made pursuant to Section ------- 4.01, 4.02, 4.03, 4.04 or 4.06, it shall be conclusively assumed that each ---------------------- ---- Lender elected to fund all Offshore Rate Loans by a matching deposit or other borrowing in the applicable offshore interbank market. (b) Any Lender claiming reimbursement or compensation pursuant to Sections 3.043.05, 4.02, 4.03, 4.05 and/or 4.06 shall deliver to the Company through ------------------------------- ---- the Agent a certificate setting forth in reasonable detail the basis for computing the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error. The Company shall pay to any Lender claiming compensation or reimbursement from the Company pursuant to Sections 4.02, 4.03, 4.05 or 4.06 the amount requested by ------------------------- ---- such Lender no later than five Business Days after such demand.

Funding; Certificates of Lenders. (a) Each Lender may fulfill its obligation to make, Continue or Convert Loans into Offshore Rate Loans by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Offshore Rate Loans; provided, however, that such Offshore Rate -------- ------- Loans shall in such event be deemed -------- ------- to have been made and to be held by such Lender and the obligation of the Company to repay such Offshore Rate Loans shall be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Company hereby consents and agrees that, for purposes of any determination to be made pursuant to Section ------- 4.015.01, 4.025.02, 4.035.03, 4.04 5.04 or 4.065.06, it ------------------------------ ---- shall be conclusively assumed that each ---------------------- ---- Lender elected to fund all Offshore Rate Loans by a matching deposit or other borrowing in the applicable offshore interbank market. (b) Any Lender claiming reimbursement or compensation pursuant to Sections 3.044.05, 4.025.02, 4.035.03, 4.05 5.05 and/or 4.06 5.06 shall deliver to the Company through ------------------------------- ------------- ---------------- ---- the Agent a certificate setting forth in reasonable detail the basis for computing the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error. The Company shall pay to any Lender claiming compensation or reimbursement from the Company pursuant to Sections 4.025.02, 4.035.03, 4.05 5.05 or 4.06 5.06 the amount requested by ------------------------- ---- such Lender no later than five Business Days after such demand.

Funding; Certificates of Lenders. (a) Each Lender may fulfill -------------------------------- its obligation to make, Continue continue or Convert convert Loans into Offshore Rate Eurodollar Loans by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Offshore Rate Eurodollar Loans; provided, however, that such Offshore Rate -------- ------- Eurodollar Loans shall in such event be deemed to ----------------- have been made and to be held by such Lender and the obligation of the Company to repay such Offshore Rate Eurodollar Loans shall be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Company hereby consents and agrees that, for purposes of any determination to be made pursuant to Section ------- 4.01, 4.02, 4.03, 4.04 or 4.064,06, it shall be ------------------------------ ---- conclusively assumed that each ---------------------- ---- Lender elected to fund all Offshore Rate Eurodollar Loans by a matching deposit or other borrowing purchasing dollar deposits in the applicable offshore interbank marketeurodollar market for its Eurodollar Lending Office. (b) Any Lender claiming reimbursement or compensation pursuant to Sections 3.043.05, 4.02, 4.03, 4.05 and/or 4.06 shall deliver to the Company through ------------------------------- ---- the Agent a certificate setting forth in reasonable detail the basis for computing the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error. The Company shall pay to any Lender claiming compensation or reimbursement from the Company pursuant to Sections Section 4.02, 4.03, 4.05 or 4.06 the amount requested by ------------------------- ------------------------ ---- such Lender no later than five Business Days after such demand.