REQUIRE THE
AFFECTED LENDER TO CONVERT SUCH EURODOLLAR LOAN INTO A BASE RATE LOAN, PROVIDED
THAT IF MORE THAN ONE LENDER IS AFFECTED AT ANY TIME, THEN ALL AFFECTED LENDERS
MUST BE TREATED THE SAME PURSUANT TO THIS SECTION 3.5(B).
(C)
CAPITAL REQUIREMENTS.
IF AT ANY TIME AFTER THE DATE HEREOF, ANY
LENDER DETERMINES THAT THE INTRODUCTION OF OR ANY CHANGE IN ANY APPLICABLE LAW
OR GOVERNMENTAL RULE, REGULATION, ORDER, GUIDELINE OR REQUEST (WHETHER OR NOT
HAVING THE FORCE OF LAW) 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 SUCH LENDER OR ANY CORPORATION
CONTROLLING SUCH LENDER BASED ON THE EXISTENCE OF SUCH LENDER'S LOANS OR ITS
COMMITMENT, IF ANY, HEREUNDER OR ITS OBLIGATIONS HEREUNDER, THEN BORROWERS SHALL
PAY TO SUCH LENDER, UPON ITS DELIVERY OF THE WRITTEN NOTICE HEREAFTER REFERRED
TO, THEREFOR, SUCH ADDITIONAL AMOUNTS AS SHALL BE REQUIRED TO COMPENSATE SUCH
LENDER OR SUCH OTHER CORPORATION FOR THE INCREASED COST TO SUCH LENDER OR SUCH
OTHER CORPORATION OR THE REDUCTION IN THE RATE OF RETURN TO SUCH LENDER OR SUCH
OTHER CORPORATION AS A RESULT OF SUCH INCREASE OF CAPITAL.
IN DETERMINING SUCH
ADDITIONAL AMOUNTS, EACH LENDER WILL ACT REASONABLY AND IN GOOD FAITH AND WILL
USE AVERAGING AND ATTRIBUTION METHODS WHICH ARE REASONABLE AND WHICH WILL, TO
THE EXTENT THE INCREASED COSTS OR REDUCTION IN THE RATE OF RETURN RELATES TO
SUCH LENDER'S COMMITMENTS OR OBLIGATIONS IN GENERAL AND ARE NOT SPECIFICALLY
ATTRIBUTABLE TO THE COMMITMENTS, IF ANY, AND OBLIGATIONS HEREUNDER, COVER ALL
COMMITMENTS AND OBLIGATIONS SIMILAR TO THE COMMITMENTS AND OBLIGATIONS OF SUCH
LENDER HEREUNDER WHETHER OR NOT THE LOAN DOCUMENTATION FOR SUCH OTHER
COMMITMENTS OR OBLIGATIONS PERMITS THE LENDER TO MAKE THE DETERMINATION
SPECIFIED IN THIS SECTION 3.5(C), AND SUCH LENDER'S DETERMINATION OF
COMPENSATION OWING UNDER THIS SECTION 3.5(C) SHALL, ABSENT MANIFEST ERROR, BE
FINAL AND CONCLUSIVE AND BINDING ON ALL THE PARTIES HERETO.
EACH LENDER, UPON
DETERMINING THAT ANY ADDITIONAL AMOUNTS WILL BE PAYABLE PURSUANT TO THIS SECTION
3.5(C), WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE FUNDS ADMINISTRATOR,
WHICH NOTICE SHALL SHOW THE BASIS FOR CALCULATION OF SUCH ADDITIONAL AMOUNTS,
ALTHOUGH THE FAILURE TO GIVE ANY SUCH NOTICE SHALL NOT RELEASE OR DIMINISH ANY
OF THE BORROWERS' OBLIGATIONS TO PAY ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION
3.5(C); PROVIDED, HOWEVER, IF THE RESPECTIVE LENDER HAS INTENTIONALLY WITHHELD
OR DELAYED SUCH NOTICE, THE RESPECTIVE LENDER SHALL NOT BE ENTITLED TO RECEIVE
ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 3.5(C) FOR PERIODS OCCURRING PRIOR
TO THE 180TH DAY BEFORE THE GIVING OF SUCH NOTICE.
59
(D)
EFFECT OF RESERVE REQUIREMENTS.
IN THE EVENT THAT ANY
GOVERNMENTAL AUTHORITY SHALL IMPOSE ANY EURODOLLAR RESERVE REQUIREMENTS WHICH
INCREASE THE COST TO ANY LENDER OF MAKING OR MAINTAINING EURODOLLAR LOANS, THEN
THE BORROWERS SHALL THEREAFTER PAY IN RESPECT OF THE EURODOLLAR LOANS WHICH ARE
LOANS OF SUCH LENDER A RATE OF