TO WHICH
THE INTEREST RATE ON EURODOLLAR LOANS OR INDEX RATE COMPETITIVE LOANS IS
DETERMINED AS PROVIDED IN THIS AGREEMENT OR AGAINST ANY CATEGORY OF EXTENSIONS
OF CREDIT OR OTHER ASSETS OF SUCH LENDER WHICH INCLUDES ANY EURODOLLAR LOANS OR
INDEX RATE COMPETITIVE LOANS), AN ADDITIONAL AMOUNT (DETERMINED BY SUCH LENDER
AND NOTIFIED TO THE RELEVANT BORROWER) REPRESENTING SUCH LENDER'S CALCULATION
OR, IF AN ACCURATE CALCULATION IS IMPRACTICABLE, REASONABLE ESTIMATE (USING SUCH
REASONABLE MEANS OF ALLOCATION AS SUCH LENDER SHALL DETERMINE) OF THE ACTUAL
COSTS, IF ANY, INCURRED BY SUCH LENDER DURING SUCH INTEREST PERIOD OR DURING THE
PERIOD SUCH INDEX RATE COMPETITIVE LOAN WAS OUTSTANDING (A "COMPETITIVE LOAN
PERIOD"), AS THE CASE MAY BE, AS A RESULT OF THE APPLICABILITY OF THE FOREGOING
RESERVES TO SUCH EURODOLLAR LOANS OR INDEX RATE COMPETITIVE LOANS, WHICH AMOUNT
IN ANY EVENT SHALL NOT EXCEED THE PRODUCT OF THE FOLLOWING FOR EACH DAY OF SUCH
INTEREST PERIOD OR COMPETITIVE LOAN PERIOD:
29
(I)
THE PRINCIPAL AMOUNT OF THE EURODOLLAR LOANS OR INDEX RATE
COMPETITIVE LOANS, AS THE CASE MAY BE, MADE BY SUCH LENDER TO WHICH SUCH
INTEREST PERIOD OR COMPETITIVE LOAN PERIOD RELATES AND OUTSTANDING ON SUCH DAY;
AND
(II)
THE DIFFERENCE BETWEEN (X) A FRACTION THE NUMERATOR OF WHICH IS
THE EURODOLLAR RATE OR THE APPLICABLE INDEX RATE, AS THE CASE MAY BE (EXPRESSED
AS A DECIMAL) APPLICABLE TO SUCH EURODOLLAR LOAN OR INDEX RATE COMPETITIVE LOAN,
AND THE DENOMINATOR OF WHICH IS ONE MINUS THE MAXIMUM RATE (EXPRESSED AS A
DECIMAL) AT WHICH SUCH RESERVE REQUIREMENTS ARE IMPOSED BY THE BOARD OR OTHER
GOVERNMENTAL AUTHORITY ON SUCH DATE MINUS (Y) SUCH NUMERATOR; AND
(III)
A FRACTION THE NUMERATOR OF WHICH IS ONE AND THE DENOMINATOR OF
WHICH IS 360.
Any Lender which gives notice under this Section 2.17(c) shall promptly withdraw
such notice (by written notice of withdrawal given to the Administrative Agent
and the relevant Borrowers) in the event such Lender is no longer required to
maintain such reserves or the circumstances giving rise to such notice shall
otherwise cease to exist. Notwithstanding the foregoing, no Lender shall be
entitled to request compensation under this Section 2.17(c) with respect to any
Index Rate Competitive Loan if it shall have obtained actual knowledge of the
change giving rise to such request at the time of submission of such Lender's
Competitive Loan Offer pursuant to which such Competitive Loan shall have been
made, unless notice of such Lender's entitlement to such compensation shall have
been furnished to the relevant Borrower at or prior to such time.
(D)
A CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO
THIS SECTION 2.17 SUBMITTED BY ANY LENDER, THROUGH THE ADMINISTRATIVE AGENT, TO
THE RELEVANT BORROWER SHALL SPECIFY IN REASONABLE DETAIL THE BASIS FOR THE
REQUEST FOR COMPENSATION OF SUCH ADDITIONAL AMOUNTS AND THE METHOD OF
COMPUTATION THEREOF AND SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
SUBJECT TO THE PROVISIONS OF THE NEXT SUCCEEDING SENTENCE, THE RELEVANT BORROWER
SHALL (EXCEPT AS OTHERWISE