AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSIT, 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 OR POST-FIRST AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSIT
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 OR POST-FIRST
AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSIT, 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.
(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, POST-FIRST AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSIT ACCOUNT OR
LETTER OF
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CREDIT AFFECTED BY SUCH EVENT; PROVIDED THAT SUCH EFFORTS ARE MADE ON TERMS
THAT, IN THE REASONABLE JUDGMENT OF SUCH LENDER, CAUSE SUCH LENDER AND ITS
LENDING OFFICE(S) TO SUFFER NO MATERIAL ECONOMIC, LEGAL OR REGULATORY
DISADVANTAGE, AND PROVIDED FURTHER THAT NOTHING IN THIS SECTION 3.04(E) SHALL
AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF THE BORROWER OR THE RIGHTS OF SUCH
LENDER PURSUANT TO SECTION 3.04(A), (B), (C) OR (D).
SECTION 3.05
Funding Losses.
Upon demand of any Lender (with
a copy to the Administrative Agent) from time to time, the 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)
(i) 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; or
(b)
any failure by the 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