ANY CHANGE THEREIN OR IN THE INTERPRETATION
THEREOF, OR COMPLIANCE BY SUCH LENDER (OR ITS LENDING OFFICE) THEREWITH, HAS THE
EFFECT OF REDUCING THE RATE OF RETURN ON THE CAPITAL OF SUCH LENDER OR ANY
CORPORATION CONTROLLING SUCH LENDER AS A CONSEQUENCE OF SUCH LENDER'S
OBLIGATIONS HEREUNDER (TAKING INTO CONSIDERATION ITS POLICIES WITH RESPECT TO
CAPITAL ADEQUACY AND SUCH LENDER'S DESIRED RETURN ON CAPITAL), THEN FROM TIME TO
TIME UPON DEMAND OF SUCH LENDER (WITH A COPY OF SUCH DEMAND TO THE
ADMINISTRATIVE AGENT), THE BORROWERS SHALL PAY TO SUCH LENDER SUCH ADDITIONAL
AMOUNTS AS WILL COMPENSATE SUCH LENDER FOR SUCH REDUCTION.
(C)
THE BORROWERS SHALL PAY TO EACH LENDER, AS LONG AS SUCH LENDER
SHALL BE REQUIRED UNDER REGULATIONS OF THE BOARD TO MAINTAIN RESERVES WITH
RESPECT TO LIABILITIES OR ASSETS CONSISTING OF OR INCLUDING EUROCURRENCY FUNDS
OR DEPOSITS (CURRENTLY KNOWN AS "EUROCURRENCY LIABILITIES"), ADDITIONAL COSTS ON
THE UNPAID PRINCIPAL AMOUNT OF EACH EUROCURRENCY RATE COMMITTED 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 COMPANY SHALL HAVE RECEIVED AT LEAST 15 DAYS'
PRIOR NOTICE (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF SUCH ADDITIONAL
INTEREST FROM SUCH LENDER.
IF A LENDER FAILS TO GIVE NOTICE 15 DAYS PRIOR TO
THE RELEVANT INTEREST PAYMENT DATE, SUCH ADDITIONAL INTEREST SHALL BE DUE AND
PAYABLE 15 DAYS FROM RECEIPT OF SUCH NOTICE.
3.5
Funding 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:
44
(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); OR
(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 BASE RATE LOAN ON THE DATE OR IN THE AMOUNT NOTIFIED BY THE
BORROWERS; OR
(C)
ANY ASSIGNMENT OF A EUROCURRENCY RATE COMMITTED LOAN ON A DAY
OTHER THAN THE LAST DAY OF THE INTEREST PERIOD THEREFOR AS A RESULT OF A REQUEST
BY THE COMPANY PURSUANT TO SECTION 9.16; OR
(D)
DURING THE 180-DAY PERIOD FOLLOWING THE CLOSING DATE, THE
SYNDICATION OF THE LOANS BY THE ARRANGER;
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.
The Borrowers shall also pay any customary administrative fees
charged by such