or otherwise), then the Borrower will pay to such Credit Party such
additional amount or amounts as will compensate such Credit Party for such
additional costs incurred or reduction suffered.
(B)
IF ANY CREDIT PARTY DETERMINES THAT ANY
CHANGE IN LAW REGARDING CAPITAL REQUIREMENTS HAS OR WOULD HAVE THE EFFECT OF
REDUCING THE RATE OF RETURN ON SUCH CREDIT PARTY'S CAPITAL OR ON THE CAPITAL OF
SUCH CREDIT PARTY'S HOLDING COMPANY, IF ANY, AS A CONSEQUENCE OF THIS AGREEMENT
OR THE LOANS MADE, THE LETTERS OF CREDIT ISSUED OR THE PARTICIPATIONS THEREIN
HELD, BY SUCH CREDIT PARTY TO A LEVEL BELOW THAT WHICH SUCH CREDIT PARTY OR SUCH
CREDIT PARTY'S HOLDING COMPANY COULD HAVE ACHIEVED BUT FOR SUCH CHANGE IN LAW
(TAKING INTO CONSIDERATION SUCH CREDIT PARTY'S POLICIES AND THE POLICIES OF SUCH
CREDIT PARTY'S HOLDING COMPANY WITH RESPECT TO CAPITAL ADEQUACY), BY AN AMOUNT
REASONABLY DEEMED BY SUCH CREDIT PARTY TO BE MATERIAL, THEN FROM TIME TO TIME
THE BORROWER WILL PAY TO SUCH CREDIT PARTY SUCH ADDITIONAL AMOUNT OR AMOUNTS AS
WILL COMPENSATE SUCH CREDIT PARTY OR SUCH CREDIT PARTY'S HOLDING COMPANY FOR ANY
SUCH REDUCTION SUFFERED.
(C)
A CERTIFICATE OF A CREDIT PARTY SETTING
FORTH IN REASONABLE DETAIL THE CALCULATION OF THE AMOUNT OR AMOUNTS NECESSARY TO
COMPENSATE SUCH CREDIT PARTY OR ITS HOLDING COMPANY, AS APPLICABLE, AS SPECIFIED
IN PARAGRAPH (A) OR (B) OF THIS SECTION SHALL BE DELIVERED TO THE BORROWER AND
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE BORROWER SHALL PAY SUCH CREDIT
PARTY THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 10 BUSINESS DAYS
AFTER RECEIPT THEREOF.
(D)
FAILURE OR DELAY ON THE PART OF ANY CREDIT
PARTY TO DEMAND COMPENSATION PURSUANT TO THIS SECTION SHALL NOT CONSTITUTE A
WAIVER OF SUCH CREDIT PARTY'S RIGHT TO DEMAND SUCH COMPENSATION; PROVIDED THAT
THE BORROWER SHALL NOT BE REQUIRED TO COMPENSATE A CREDIT PARTY PURSUANT TO THIS
SECTION FOR ANY INCREASED COSTS OR REDUCTIONS INCURRED MORE THAN 180 DAYS PRIOR
TO THE DATE THAT SUCH CREDIT PARTY NOTIFIES THE BORROWER OF THE CHANGE IN LAW
GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS AND OF SUCH CREDIT PARTY'S
INTENTION TO CLAIM COMPENSATION THEREFOR; PROVIDED FURTHER THAT, IF THE CHANGE
IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS IS RETROACTIVE, THEN
THE 180-DAY PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF
RETROACTIVE EFFECT THEREOF.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, IF, AFTER THE CLOSING DATE ANY CHANGE IN LAW SHALL MAKE IT UNLAWFUL
FOR ANY LENDER TO MAKE OR MAINTAIN ANY EURODOLLAR LOAN OR TO
53
GIVE EFFECT TO ITS OBLIGATIONS AS CONTEMPLATED HEREBY WITH RESPECT TO ANY
EURODOLLAR LOAN, THEN, BY WRITTEN NOTICE TO THE BORROWER AND TO THE
ADMINISTRATIVE AGENT:
(I)
SUCH LENDER MAY DECLARE THAT EURODOLLAR
LOANS WILL NOT THEREAFTER (FOR THE DURATION OF SUCH UNLAWFULNESS) BE MADE BY
SUCH LENDER HEREUNDER (OR BE CONTINUED FOR ADDITIONAL INTEREST PERIODS) AND ABR
LOANS WILL NOT THEREAFTER (FOR SUCH DURATION) BE CONVERTED INTO EURODOLLAR