DETERMINE TO BE REASONABLY NECESSARY TO
COMPENSATE IT OR ITS HOLDING COMPANY FOR ANY COSTS WHICH SUCH LENDER DETERMINES
ARE ATTRIBUTABLE TO ITS MAKING OR MAINTAINING LOANS, ISSUING LETTERS OF CREDIT,
OR MAINTAINING COMMITMENTS HEREUNDER, OR ANY REDUCTION IN ANY AMOUNT RECEIVABLE
BY SUCH LENDER HEREUNDER IN RESPECT OF ANY SUCH LOANS, LETTERS OF CREDIT OR
COMMITMENTS, RESULTING FROM ANY REGULATORY CHANGE WHICH: (I) CHANGES THE BASIS
OF TAXATION OF ANY AMOUNTS PAYABLE TO SUCH LENDER UNDER THIS AGREEMENT IN
RESPECT OF ANY OF SUCH LOANS, LETTERS OF CREDIT OR COMMITMENTS (OTHER THAN TAXES
IMPOSED ON THE OVERALL NET INCOME OR FRANCHISE TAXES OF SUCH LENDER); OR
(II) IMPOSES OR MODIFIES ANY RESERVE, SPECIAL DEPOSIT, DEPOSIT INSURANCE OR
ASSESSMENT, MINIMUM CAPITAL, CAPITAL RATIO OR SIMILAR REQUIREMENT RELATING TO
ANY EXTENSIONS OF CREDIT OR OTHER ASSETS OF, OR ANY DEPOSITS WITH OR OTHER
LIABILITIES OF, SUCH LENDER OR ANY HOLDING COMPANY OF SUCH LENDER (INCLUDING A
REQUEST OR REQUIREMENT WHICH AFFECTS THE MANNER IN WHICH SUCH LENDER OR THE
HOLDING COMPANY THEREOF ALLOCATES CAPITAL RESOURCES TO COMMITMENTS, INCLUDING
THE COMMITMENTS).
EACH AFFECTED LENDER WILL NOTIFY THE
23
BORROWERS' REPRESENTATIVE OF ANY EVENT OCCURRING AFTER THE DATE OF THIS
AGREEMENT WHICH WILL ENTITLE SUCH LENDER TO COMPENSATION PURSUANT TO THIS
SUBSECTION (A) AS PROMPTLY AS PRACTICABLE AFTER IT OBTAINS KNOWLEDGE THEREOF AND
DETERMINES TO REQUEST SUCH COMPENSATION.
(B)
WITHOUT LIMITING THE EFFECT OF THE FOREGOING PROVISIONS OF THIS
SECTION 2.5 (BUT WITHOUT DUPLICATION), THE BORROWERS SHALL PAY TO EACH LENDER
FROM TIME TO TIME UPON DEMAND BY SUCH LENDER SUCH AMOUNTS AS SUCH LENDER MAY
DETERMINE TO BE REASONABLY NECESSARY TO COMPENSATE SUCH LENDER FOR ANY COSTS
WHICH IT DETERMINES ARE ATTRIBUTABLE TO THE MAINTENANCE BY IT OR ITS HOLDING
COMPANY, PURSUANT TO ANY LAW OR REGULATION OF ANY JURISDICTION OR ANY
INTERPRETATION, DIRECTIVE OR REQUEST (WHETHER OR NOT HAVING THE FORCE OF LAW) OF
ANY COURT OR GOVERNMENTAL OR MONETARY AUTHORITY, IN EFFECT AFTER THE DATE OF
THIS AGREEMENT, OF CAPITAL IN RESPECT OF ITS LOANS, LETTERS OF CREDIT OR
COMMITMENTS (SUCH COMPENSATION TO INCLUDE AN AMOUNT EQUAL TO ANY REDUCTION IN
RETURN ON ASSETS OR EQUITY OF SUCH LENDER OR ITS HOLDING COMPANY TO A LEVEL
BELOW THAT WHICH IT COULD HAVE ACHIEVED BUT FOR SUCH LAW, REGULATION,
INTERPRETATION, DIRECTIVE OR REQUEST).
EACH LENDER WILL NOTIFY THE BORROWERS'
REPRESENTATIVE IF IT IS ENTITLED TO COMPENSATION PURSUANT TO THIS
SUBSECTION (B) AS PROMPTLY AS PRACTICABLE AFTER IT DETERMINES TO REQUEST SUCH
COMPENSATION.
(C)
EACH NOTICE DELIVERED BY A LENDER PURSUANT TO THIS SECTION 2.5 SHALL
CONTAIN A STATEMENT OF SUCH LENDER AS TO ANY SUCH ADDITIONAL AMOUNT OR AMOUNTS
(INCLUDING CALCULATIONS THEREOF IN REASONABLE DETAIL) WHICH SHALL, IN THE
ABSENCE OF MANIFEST ERROR, BE PRESUMED CORRECT OF THE MATTERS STATED THEREIN AND
BE BINDING UPON THE BORROWERS.
IN DETERMINING SUCH AMOUNT, EACH AFFECTED LENDER
MAY USE ANY METHOD OF AVERAGING AND ATTRIBUTION THAT IT IN GOOD FAITH SHALL DEEM
APPLICABLE.
ARTICLE 3
LOANS AND NOTES
SECTION 3.1
BORROWING PROCEDURE.
THE