5.01.
ADDITIONAL COSTS.
(A)
LIBOR REGULATIONS, ETC.
THE BORROWER SHALL
PAY DIRECTLY TO EACH LENDER FROM TIME TO TIME SUCH AMOUNTS AS SUCH LENDER MAY
REASONABLY DETERMINE TO BE NECESSARY TO COMPENSATE SUCH LENDER FOR ANY COSTS
THAT IT DETERMINES ARE ATTRIBUTABLE TO ITS MAKING OR MAINTAINING OF ANY LIBOR
LOANS OR ISSUING OR PARTICIPATING IN LETTERS OF CREDIT HEREUNDER OR ITS
OBLIGATION TO MAKE ANY LIBOR LOANS OR ISSUE OR PARTICIPATE IN ANY LETTERS OF
CREDIT HEREUNDER, OR ANY REDUCTION IN ANY AMOUNT RECEIVABLE BY SUCH LENDER
HEREUNDER IN RESPECT OF ANY OF SUCH LIBOR LOANS, LETTERS OF CREDIT OR SUCH
OBLIGATION (SUCH INCREASES IN COSTS AND REDUCTIONS IN AMOUNTS RECEIVABLE BEING
HEREIN CALLED "ADDITIONAL COSTS"), RESULTING FROM ANY REGULATORY CHANGE THAT:
(I) CHANGES THE BASIS OF TAXATION OF ANY AMOUNTS PAYABLE TO SUCH LENDER UNDER
THIS AGREEMENT IN RESPECT OF ANY OF SUCH LIBOR LOANS OR LETTERS OF CREDIT (OTHER
THAN TAXES IMPOSED ON THE OVERALL NET INCOME OF SUCH LENDER OR OF ITS APPLICABLE
LENDING OFFICE FOR ANY OF SUCH LIBOR LOANS BY THE JURISDICTION IN WHICH SUCH
LENDER HAS ITS PRINCIPAL OFFICE OR APPLICABLE LENDING OFFICE); OR (II) IMPOSES
OR MODIFIES ANY RESERVE, SPECIAL DEPOSIT, MINIMUM CAPITAL, CAPITAL RATIO OR
SIMILAR REQUIREMENTS RELATING TO ANY EXTENSIONS OF CREDIT OR OTHER ASSETS OF, OR
ANY DEPOSITS WITH OR OTHER LIABILITIES OF SUCH LENDER, OR THE COMMITMENT OR
LOANS OF SUCH LENDER OR THE LONDON INTERBANK MARKET; OR (III) IMPOSES ANY OTHER
CONDITION AFFECTING THIS AGREEMENT (OR ANY OF SUCH EXTENSIONS OF CREDIT OR
LIABILITIES) OR SUCH LENDER'S COMMITMENT OR LOANS.
EACH LENDER WILL NOTIFY THE
AGENT AND THE BORROWER OF ANY EVENT OCCURRING AFTER THE DATE HEREOF THAT WILL
ENTITLE SUCH LENDER TO COMPENSATION PURSUANT TO THIS SECTION 5.01(A) AS PROMPTLY
AS PRACTICABLE AFTER IT OBTAINS KNOWLEDGE THEREOF AND DETERMINES TO REQUEST SUCH
COMPENSATION, AND WILL DESIGNATE A DIFFERENT APPLICABLE LENDING OFFICE FOR THE
LOANS OF SUCH LENDER AFFECTED BY SUCH EVENT IF SUCH DESIGNATION WILL AVOID THE
NEED FOR, OR REDUCE THE AMOUNT OF, SUCH COMPENSATION AND WILL NOT, IN THE SOLE
OPINION OF SUCH LENDER, BE DISADVANTAGEOUS TO SUCH LENDER, PROVIDED THAT SUCH
LENDER SHALL HAVE NO OBLIGATION TO SO DESIGNATE AN APPLICABLE LENDING OFFICE
LOCATED IN THE UNITED STATES.
IF ANY LENDER REQUESTS COMPENSATION FROM THE
BORROWER UNDER THIS SECTION 5.01(A), THE BORROWER MAY, BY NOTICE TO SUCH LENDER,
SUSPEND THE OBLIGATION OF SUCH LENDER TO MAKE ADDITIONAL LOANS OF THE TYPE WITH
RESPECT TO WHICH SUCH COMPENSATION IS REQUESTED UNTIL THE REGULATORY CHANGE
GIVING RISE TO SUCH REQUEST CEASES TO BE IN EFFECT (IN WHICH CASE THE PROVISIONS
OF SECTION 5.04 SHALL BE APPLICABLE).
30
(B)
CAPITAL ADEQUACY.
WITHOUT LIMITING THE
EFFECT OF THE FOREGOING PROVISIONS OF THIS SECTION 5.01 (BUT WITHOUT
DUPLICATION), THE BORROWER SHALL PAY DIRECTLY TO ANY LENDER FROM TIME TO TIME ON
REQUEST SUCH AMOUNTS AS SUCH LENDER MAY REASONABLY DETERMINE TO BE NECESSARY TO
COMPENSATE SUCH LENDER OR ITS PARENT OR HOLDING COMPANY FOR ANY COSTS WHICH