COMPENSATE A
LENDER OR AN L/C ISSUER PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION FOR
ANY INCREASED COSTS INCURRED OR REDUCTIONS SUFFERED MORE THAN NINE MONTHS PRIOR
TO THE DATE THAT SUCH LENDER OR SUCH L/C ISSUER, AS THE CASE MAY BE, NOTIFIES
BORROWER OF THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS
AND OF SUCH LENDER'S OR SUCH L/C ISSUER'S INTENTION TO CLAIM COMPENSATION
THEREFORE (EXCEPT THAT, IF THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS
OR REDUCTIONS IS RETROACTIVE, THEN THE NINE-MONTH PERIOD REFERRED TO ABOVE SHALL
BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF).
(E)
RESERVES ON EURODOLLAR RATE LOANS.
BORROWER SHALL PAY TO EACH LENDER, 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 (CURRENTLY KNOWN AS "EUROCURRENCY
LIABILITIES"), ADDITIONAL INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH
EURODOLLAR 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), WHICH SHALL BE DUE AND PAYABLE ON EACH DATE
ON WHICH INTEREST IS PAYABLE ON SUCH LOAN, PROVIDED BORROWER SHALL HAVE RECEIVED
AT LEAST 10 DAYS' PRIOR NOTICE (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF SUCH
ADDITIONAL INTEREST FROM SUCH LENDER.
IF A LENDER FAILS TO GIVE NOTICE 10 DAYS
PRIOR TO THE RELEVANT INTEREST PAYMENT DATE, SUCH ADDITIONAL INTEREST SHALL BE
DUE AND PAYABLE 10 DAYS FROM RECEIPT OF SUCH NOTICE.
SECTION 3.05
COMPENSATION FOR LOSSES.
UPON DEMAND OF ANY
LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT) FROM TIME TO TIME, BORROWER
SHALL PROMPTLY COMPENSATE SUCH LENDER FOR AND HOLD SUCH LENDER HARMLESS FROM ANY
LOSS, COST OR EXPENSE INCURRED BY IT AS A RESULT OF:
(A)
ANY CONTINUATION, CONVERSION, PAYMENT OR
PREPAYMENT OF ANY LOAN OTHER THAN A BASE RATE LOAN ON A DAY OTHER THAN THE LAST
DAY OF THE INTEREST PERIOD FOR SUCH LOAN (WHETHER VOLUNTARY, MANDATORY,
AUTOMATIC, BY REASON OF ACCELERATION, OR OTHERWISE);
(B)
ANY FAILURE BY BORROWER (FOR A REASON OTHER
THAN THE FAILURE OF SUCH LENDER TO MAKE A LOAN) TO PREPAY, BORROW, CONTINUE OR
CONVERT ANY LOAN OTHER THAN A BASE RATE LOAN ON THE DATE OR IN THE AMOUNT
NOTIFIED BY BORROWER; OR
(C)
ANY ASSIGNMENT OF A EURODOLLAR RATE LOAN ON
A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD THEREFORE AS A RESULT OF A
REQUEST BY BORROWER PURSUANT TO SECTION 10.13;
including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.
Borrower shall also pay any customary administrative fees charged by
such Lender in connection with the foregoing.
For purposes of calculating amounts payable by Borrower to the Lenders under
this Section 3.05, each Lender shall