OR
NOT HAVING THE FORCE OF LAW) ADOPTED AFTER THE DATE HEREOF CONCERNING CAPITAL
ADEQUACY, OR ANY CHANGE IN INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY, WILL HAVE THE EFFECT
OF INCREASING THE AMOUNT OF CAPITAL REQUIRED OR EXPECTED TO BE MAINTAINED BY THE
BUYERS BASED ON THE EXISTENCE OF THE BUYERS' OBLIGATIONS HEREUNDER, THEN THE
SELLERS SHALL PAY TO THE AGENT, FOR THE RATABLE BENEFIT OF THE BUYERS, UPON ITS
WRITTEN DEMAND THEREFOR, SUCH ADDITIONAL AMOUNTS AS SHALL BE REQUIRED TO
COMPENSATE THE BUYERS FOR THE INCREASED COST TO THE BUYERS AS A RESULT OF SUCH
INCREASE OF CAPITAL.
IN DETERMINING SUCH ADDITIONAL AMOUNTS, THE AGENT WILL ACT
REASONABLY AND IN GOOD FAITH AND WILL USE AVERAGING AND ATTRIBUTION METHODS
WHICH ARE REASONABLE AND CONSISTENT WITH ITS POLICIES AND THE POLICIES OF ITS
HOLDING COMPANY WITH RESPECT TO CAPITAL ADEQUACY, PROVIDED THAT THE AGENT'S
DETERMINATION OF COMPENSATION OWING UNDER THIS SECTION 13.18(B) SHALL, ABSENT
MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND BINDING ON ALL THE PARTIES HERETO.
THE AGENT, UPON DETERMINING THAT ANY ADDITIONAL AMOUNTS WILL BE PAYABLE PURSUANT
TO THIS SECTION 13.18(B), WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE
SELLERS, WHICH NOTICE SHALL SHOW THE BASIS FOR CALCULATION OF SUCH ADDITIONAL
AMOUNTS, ALTHOUGH THE FAILURE TO GIVE ANY SUCH NOTICE SHALL NOT, SUBJECT TO
SECTION 13.18(D), RELEASE OR DIMINISH ANY OF THE SELLER'S OBLIGATIONS TO PAY OR
CAUSE THE PAYMENT OF ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 13.18(B).
(C)
IN THE EVENT THAT THE AGENT SHALL DETERMINE
(WHICH DETERMINATION SHALL, ABSENT MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND
BINDING ON ALL THE PARTIES HERETO) AT ANY TIME THAT BY REASON OF REGULATION D
THE BUYERS ARE REQUIRED TO MAINTAIN RESERVES IN RESPECT OF ANY LIABILITIES
DURING ANY PERIOD THAT IT HAS A TRANSACTION, THE PRICING RATE APPLICABLE TO
WHICH IS BASED UPON THE EURODOLLAR RATE, OUTSTANDING (EACH SUCH PERIOD, A
"EUROCURRENCY RESERVE PERIOD"), THEN THE AGENT SHALL PROMPTLY GIVE NOTICE (BY
TELEPHONE CONFIRMED IN WRITING) TO THE SELLERS OF SUCH DETERMINATION SPECIFYING
THE ADDITIONAL AMOUNTS REQUIRED TO INDEMNIFY THE BUYERS AGAINST THE COST OF
MAINTAINING SUCH RESERVES (SUCH WRITTEN NOTICE TO PROVIDE A COMPUTATION OF SUCH
ADDITIONAL AMOUNTS), AND THE SELLERS SHALL DIRECTLY PAY TO THE AGENT, FOR THE
BENEFIT OF THE BUYERS, SUCH SPECIFIED AMOUNTS AS ADDITIONAL INTEREST AT THE TIME
THAT IT IS OTHERWISE REQUIRED TO PAY INTEREST IN RESPECT OF SUCH TRANSACTION OR,
IF LATER DEMANDED BY THE AGENT, PROMPTLY ON DEMAND.
THE AGENT AGREES THAT IF IT
GIVES NOTICE TO THE SELLERS OF THE EXISTENCE OF A EUROCURRENCY RESERVE PERIOD,
IT SHALL PROMPTLY NOTIFY THE SELLERS OF ANY TERMINATION THEREOF, AT WHICH TIME
THE SELLERS SHALL CEASE TO BE OBLIGATED TO PAY ADDITIONAL PRICE DIFFERENTIAL TO
THE AGENT PURSUANT TO THE FIRST SENTENCE OF THIS SECTION 13.18(C) UNTIL SUCH
TIME, IF ANY, AS A SUBSEQUENT EUROCURRENCY RESERVE PERIOD SHALL OCCUR.
95
SECTION 13.19
INTENDED THIRD PARTY BENEFICIARIES.
EACH
AFFILIATED HEDGE COUNTERPARTY IS AN INTENDED THIRD PARTY