ISSUER, AS THE CASE MAY BE, THE
AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 10 DAYS AFTER RECEIPT
THEREOF.
(D)
DELAY IN REQUESTS.
FAILURE OR DELAY ON THE
PART OF ANY LENDER OR THE L/C ISSUER TO DEMAND COMPENSATION PURSUANT TO THE
FOREGOING PROVISIONS OF THIS SECTION SHALL NOT CONSTITUTE A WAIVER OF SUCH
LENDER'S OR THE L/C ISSUER'S RIGHT TO DEMAND SUCH COMPENSATION, PROVIDED THAT
THE BORROWERS SHALL NOT BE REQUIRED TO COMPENSATE A LENDER OR THE 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 THE L/C ISSUER, AS THE CASE MAY BE, NOTIFIES THE LEAD BORROWER OF
THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS AND OF SUCH
LENDER'S OR THE L/C ISSUER'S INTENTION TO CLAIM COMPENSATION THEREFOR (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 LIBO RATE LOANS.
THE BORROWERS
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 LIBO 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 THE LEAD 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.
3.05
Compensation for Losses.
Upon demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrowers 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 PRIME 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 THE BORROWERS (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 PRIME RATE LOAN ON THE DATE OR IN THE AMOUNT
NOTIFIED BY THE LEAD BORROWER; OR
(C)
ANY ASSIGNMENT OF A LIBO RATE LOAN ON A DAY OTHER
THAN THE LAST DAY OF THE INTEREST PERIOD THEREFOR AS A RESULT