SECTION FOR ANY INCREASED COSTS
INCURRED OR REDUCTIONS SUFFERED MORE THAN SIX MONTHS PRIOR TO THE DATE THAT SUCH
LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, NOTIFIES THE 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 SIX-MONTH PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF).
(E)
RESERVES ON EURODOLLAR RATE LOANS.
THE
BORROWER SHALL PAY TO EACH LENDER, AS LONG AS SUCH LENDER SHALL BE REQUIRED TO
MAINTAIN RESERVES WITH RESPECT TO
50
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 EURODOLLAR 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 PRESUMPTIVELY CORRECT ABSENT
MANIFEST ERROR), WHICH SHALL BE DUE AND PAYABLE ON EACH DATE ON WHICH INTEREST
IS PAYABLE ON SUCH LOAN, PROVIDED THE BORROWER SHALL HAVE RECEIVED AT LEAST 10
BUSINESS 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
BUSINESS DAYS PRIOR NOTICE TO THE RELEVANT INTEREST PAYMENT DATE, SUCH
ADDITIONAL INTEREST SHALL BE DUE AND PAYABLE 10 BUSINESS DAYS FROM RECEIPT OF
SUCH NOTICE.
3.05
COMPENSATION FOR LOSSES.
WITHIN 30 DAYS OF
RECEIPT OF A REASONABLY DETAILED WRITTEN INVOICE THEREFOR, THE BORROWER SHALL
PROMPTLY COMPENSATE SUCH LENDER FOR AND HOLD SUCH LENDER HARMLESS FROM ANY LOSS
(BUT NOT LOST PROFITS), COST OR EXPENSE ACTUALLY INCURRED BY IT AS A RESULT OF:
(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);
(B)
ANY FAILURE BY THE BORROWER, OTHER THAN
PURSUANT TO SECTION 3.03 (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 BORROWER; OR
(C)
ANY ASSIGNMENT OF A EURODOLLAR RATE LOAN ON
A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD THEREFOR AS A RESULT OF A
REQUEST BY THE BORROWER PURSUANT TO SECTION 10.13;
including any actual 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.
For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it