BORROWER SHALL PAY TO SUCH LENDER
SUCH ADDITIONAL AMOUNTS AS WILL COMPENSATE SUCH LENDER FOR SUCH REDUCTION WITHIN
FIFTEEN (15) DAYS AFTER RECEIPT OF SUCH DEMAND.
(C)
THE BORROWER SHALL PAY TO EACH LENDER,
(I) AS LONG AS SUCH LENDER SHALL BE REQUIRED TO MAINTAIN RESERVES WITH RESPECT
TO LIABILITIES OR ASSETS CONSISTING OF OR INCLUDING EUROCURRENCY FUNDS OR
DEPOSITS, ADDITIONAL INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH
EUROCURRENCY RATE LOAN EQUAL TO THE ACTUAL COSTS OF SUCH RESERVES ALLOCATED TO
SUCH LOAN BY SUCH LENDER (AS DETERMINED BY SUCH LENDER IN GOOD FAITH, WHICH
DETERMINATION SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR), AND (II) AS
LONG AS SUCH LENDER SHALL BE REQUIRED TO COMPLY WITH ANY RESERVE RATIO
REQUIREMENT OR ANALOGOUS REQUIREMENT OF ANY OTHER CENTRAL BANKING OR FINANCIAL
REGULATORY AUTHORITY IMPOSED IN RESPECT OF THE MAINTENANCE OF THE COMMITMENTS OR
THE FUNDING OF THE EUROCURRENCY RATE LOANS, SUCH ADDITIONAL COSTS (EXPRESSED AS
A PERCENTAGE PER ANNUM AND ROUNDED UPWARDS, IF NECESSARY, TO THE NEAREST FIVE
DECIMAL PLACES) EQUAL TO THE ACTUAL COSTS ALLOCATED TO SUCH COMMITMENT OR LOAN
BY SUCH LENDER (AS DETERMINED BY SUCH LENDER IN GOOD FAITH, WHICH DETERMINATION
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR) WHICH IN EACH CASE SHALL BE DUE AND
PAYABLE ON EACH DATE ON WHICH INTEREST IS PAYABLE ON SUCH LOAN, PROVIDED THE
BORROWER SHALL HAVE RECEIVED AT LEAST FIFTEEN (15) DAYS' PRIOR NOTICE (WITH A
COPY TO THE ADMINISTRATIVE AGENT) OF SUCH ADDITIONAL INTEREST OR COST FROM SUCH
LENDER. IF A LENDER FAILS TO GIVE NOTICE FIFTEEN (15) DAYS PRIOR TO THE RELEVANT
INTEREST PAYMENT DATE, SUCH ADDITIONAL INTEREST OR COST SHALL BE DUE AND PAYABLE
FIFTEEN (15) DAYS FROM RECEIPT OF SUCH NOTICE. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED ABOVE IN THIS CLAUSE (C), THE BORROWER SHALL NOT BE OBLIGATED
TO PAY ANY ADDITIONAL AMOUNTS PURSUANT TO THIS CLAUSE (C) TO THE EXTENT SUCH
AMOUNTS ARE ALREADY INCLUDED IN THE CALCULATION OF THE EUROCURRENCY RATE
PURSUANT TO CLAUSE (B) OF THE DEFINITION THEREOF.
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(D)
FAILURE OR DELAY ON THE PART OF ANY LENDER
TO DEMAND COMPENSATION PURSUANT TO THIS SECTION 3.04 SHALL NOT CONSTITUTE A
WAIVER OF SUCH LENDER'S RIGHT TO DEMAND SUCH COMPENSATION, PROVIDED THAT THE
BORROWER SHALL NOT BE REQUIRED TO COMPENSATE A LENDER PURSUANT TO
SECTION 3.04(A), (B) OR (C) FOR ANY SUCH INCREASED COST OR REDUCTION INCURRED
MORE THAN ONE HUNDRED AND EIGHTY (180) DAYS PRIOR TO THE DATE THAT SUCH LENDER
DEMANDS, OR NOTIFIES THE BORROWER OF ITS INTENTION TO DEMAND, COMPENSATION
THEREFOR, PROVIDED FURTHER, THAT, IF THE CIRCUMSTANCE GIVING RISE TO SUCH
INCREASED COST OR REDUCTION IS RETROACTIVE, THEN SUCH 180-DAY PERIOD REFERRED TO
ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
(E)
IF ANY LENDER REQUESTS COMPENSATION UNDER
THIS SECTION 3.04, THEN SUCH LENDER WILL, IF REQUESTED BY THE BORROWER, USE
COMMERCIALLY REASONABLE EFFORTS TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY LOAN
AFFECTED BY SUCH EVENT; PROVIDED THAT SUCH EFFORTS ARE MADE ON TERMS