TO ADMINISTRATIVE
AGENT, REQUIRE THE AFFECTED LENDER TO CONVERT SUCH EUROCURRENCY LOAN INTO A BASE
RATE LOAN, PROVIDED, THAT IF MORE THAN ONE LENDER IS AFFECTED AT ANY TIME, THEN
ALL AFFECTED LENDERS MUST BE TREATED THE SAME PURSUANT TO THIS SECTION 3.6(B).
77
C.
CAPITAL REQUIREMENTS. IF ANY LENDER
DETERMINES THAT THE INTRODUCTION OF OR ANY CHANGE IN ANY APPLICABLE LAW OR
GOVERNMENTAL RULE, REGULATION, ORDER, GUIDELINE OR REQUEST (WHETHER OR NOT
HAVING THE FORCE OF LAW) CONCERNING CAPITAL ADEQUACY, OR ANY CHANGE IN
INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY, CENTRAL
BANK OR COMPARABLE AGENCY (IN EACH CASE AFTER THE DATE OF THIS AGREEMENT), WILL
HAVE THE EFFECT OF INCREASING THE AMOUNT OF CAPITAL REQUIRED OR EXPECTED TO BE
MAINTAINED BY SUCH LENDER OR ANY CORPORATION CONTROLLING SUCH LENDER BASED ON
THE EXISTENCE OF SUCH LENDER'S COMMITMENTS HEREUNDER OR ITS OBLIGATIONS
HEREUNDER, THEN THE BORROWER SHALL PAY TO SUCH LENDER, UPON ITS WRITTEN NOTICE
AS HEREAFTER DESCRIBED, SUCH ADDITIONAL AMOUNTS AS SHALL BE REQUIRED TO
COMPENSATE SUCH LENDER OR SUCH OTHER CORPORATION FOR THE INCREASED COST TO SUCH
LENDER OR SUCH OTHER CORPORATION OR THE REDUCTION IN THE RATE OF RETURN TO SUCH
LENDER OR SUCH OTHER CORPORATION AS A RESULT OF SUCH INCREASE OF CAPITAL.
IN
DETERMINING SUCH ADDITIONAL AMOUNTS, EACH LENDER WILL ACT REASONABLY AND IN GOOD
FAITH AND WILL USE AVERAGING AND ATTRIBUTION METHODS WHICH ARE REASONABLE AND
WHICH WILL, TO THE EXTENT THE INCREASED COSTS OR REDUCTION IN THE RATE OF RETURN
RELATES TO SUCH LENDER'S COMMITMENTS OR OBLIGATIONS IN GENERAL AND ARE NOT
SPECIFICALLY ATTRIBUTABLE TO THE COMMITMENTS AND OBLIGATIONS HEREUNDER, COVER
ALL COMMITMENTS AND OBLIGATIONS SIMILAR TO THE COMMITMENTS AND OBLIGATIONS OF
SUCH LENDER HEREUNDER WHETHER OR NOT THE LOAN DOCUMENTATION FOR SUCH OTHER
COMMITMENTS OR OBLIGATIONS PERMITS SUCH LENDER TO MAKE THE DETERMINATION
SPECIFIED IN THIS SECTION 3.6(C), AND SUCH LENDER'S DETERMINATION OF
COMPENSATION OWING UNDER THIS SECTION 3.6(C) SHALL, ABSENT MANIFEST ERROR, BE
FINAL AND CONCLUSIVE AND BINDING ON ALL THE PARTIES HERETO.
EACH LENDER, UPON
DETERMINING THAT ANY ADDITIONAL AMOUNTS WILL BE PAYABLE PURSUANT TO THIS
SECTION 3.6(C), WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE BORROWER, WHICH
NOTICE SHALL SHOW IN REASONABLE DETAIL THE BASIS FOR CALCULATION OF SUCH
ADDITIONAL AMOUNTS; PROVIDED THAT NO LENDER SHALL BE ENTITLED TO RECEIVE
ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 3.6(C) FOR INCREASED COSTS INCURRED
PRIOR TO THE 180TH DAY BEFORE THE GIVING OF SUCH NOTICE, UNLESS SUCH INCREASED
COSTS ARE DUE TO A CHANGE IN LAW THAT PROVIDES FOR RETROACTIVE EFFECT, IN WHICH
CASE THE 180 DAY PERIOD SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE
EFFECT).
D.
CHANGE OF LENDING OFFICE. EACH LENDER
WHICH IS OR WILL BE OWED COMPENSATION PURSUANT TO SECTION 3.6(A) OR (C) OR 4.7
WILL, IF REQUESTED BY THE BORROWER, USE REASONABLE EFFORTS (SUBJECT TO OVERALL
POLICY CONSIDERATIONS OF SUCH LENDER) TO CAUSE A DIFFERENT LENDING OFFICE TO
MAKE OR CONTINUE A LOAN OR LETTER OF CREDIT IF SUCH DESIGNATION WILL AVOID THE