basis and amount of each request by Bank for compensation under this Section
3.7.
Determinations and allocations by Bank for purposes of this Section 3.7 of
the effect of any Regulatory Change on its costs of maintaining its obligations
to
7
MAKE ADVANCES, OF MAKING OR MAINTAINING ADVANCES, OR ON AMOUNTS RECEIVABLE BY IT
IN RESPECT OF ADVANCES, AND OF THE ADDITIONAL AMOUNTS REQUIRED TO COMPENSATE
BANK IN RESPECT OF ANY ADDITIONAL COSTS, SHALL BE CONCLUSIVE ABSENT MANIFEST
ERROR.
(C)
IF BANK SHALL REASONABLY DETERMINE THAT THE ADOPTION OR
IMPLEMENTATION OF ANY APPLICABLE LAW, RULE, REGULATION, OR TREATY REGARDING
CAPITAL ADEQUACY, OR ANY CHANGE THEREIN, OR ANY CHANGE IN THE INTERPRETATION OR
ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY, CENTRAL BANK, OR
COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF, OR
COMPLIANCE BY BANK (OR ITS APPLICABLE LENDING OFFICE) WITH ANY RESPECT OR
DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW) OF
ANY SUCH AUTHORITY, CENTRAL BANK, OR COMPARABLE AGENCY, HAS OR WOULD HAVE THE
EFFECT OF REDUCING THE RATE OF RETURN ON CAPITAL OF BANK OR ANY PERSON OR ENTITY
CONTROLLING BANK (A "PARENT") AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER TO A
LEVEL BELOW THAT WHICH BANK (OR ITS PARENT) COULD HAVE ACHIEVED BUT FOR SUCH
ADOPTION, CHANGE, OR COMPLIANCE (TAKING INTO CONSIDERATION POLICIES WITH RESPECT
TO CAPITAL ADEQUACY) BY AN AMOUNT DEEMED BY BANK TO BE MATERIAL, THEN FROM TIME
TO TIME, WITHIN FIFTEEN (15) DAYS AFTER DEMAND BY BANK, BORROWER SHALL PAY TO
BANK SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE BANK FOR SUCH
REDUCTION.
A STATEMENT OF BANK CLAIMING COMPENSATION UNDER THIS SECTION 3.7(C)
AND SETTING FORTH THE ADDITIONAL AMOUNT OR AMOUNTS TO BE PAID TO IT HEREUNDER
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(D)
IF, AT ANY TIME, BANK, IN ITS COMMERCIALLY REASONABLE DISCRETION,
DETERMINES THAT (I) THE AMOUNT OF LIBOR ADVANCES FOR PERIODS EQUAL TO THE
CORRESPONDING INTEREST PERIODS ARE NOT AVAILABLE TO BANK IN THE OFFSHORE
CURRENCY INTERBANK MARKETS, OR (II) LIBOR DOES NOT ACCURATELY REFLECT THE COST
TO BANK OF LENDING THE LIBOR ADVANCES, THEN BANK SHALL PROMPTLY GIVE NOTICE
THEREOF TO BORROWER.
UPON THE GIVING OF SUCH NOTICE, BANK'S OBLIGATION TO MAKE
THE LIBOR ADVANCES SHALL TERMINATE; PROVIDED, HOWEVER, ADVANCES SHALL NOT
TERMINATE IF BANK AND BORROWER AGREE IN WRITING TO A DIFFERENT INTEREST RATE
APPLICABLE TO LIBOR ADVANCES.
(E)
IF IT SHALL BECOME UNLAWFUL FOR BANK TO CONTINUE TO FUND OR
MAINTAIN ANY LIBOR ADVANCES, OR TO PERFORM ITS OBLIGATIONS HEREUNDER, UPON
DEMAND BY BANK, BORROWER SHALL PREPAY THE ADVANCES IN FULL WITH ACCRUED INTEREST
THEREON AND ALL OTHER AMOUNTS PAYABLE BY BORROWER HEREUNDER (INCLUDING, WITHOUT
LIMITATION, ANY AMOUNT PAYABLE IN CONNECTION WITH SUCH PREPAYMENT PURSUANT TO
SECTION 3.7(A)).
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT A DETERMINATION
BY BANK AS DESCRIBED ABOVE RELATES TO A LIBOR ADVANCE THEN BEING REQUESTED BY
BORROWER PURSUANT TO A NOTICE OF BORROWING OR A NOTICE OF
CONVERSION/CONTINUATION, BORROWER SHALL HAVE THE OPTION, SUBJECT TO THE
PROVISIONS OF