THE PURCHASING LENDER IN RESPECT OF THE TOTAL AMOUNT SO
RECOVERED.
THE BORROWER AGREES THAT ANY LENDER SO PURCHASING A PARTICIPATION
FROM ANOTHER LENDER PURSUANT TO THE PROVISIONS OF THIS SECTION 3.06 MAY, TO THE
FULLEST EXTENT PERMITTED BY LAW, EXERCISE ALL ITS RIGHTS OF PAYMENT (INCLUDING
THE RIGHT OF SET‐OFF) WITH RESPECT TO SUCH PARTICIPATION AS FULLY AS IF SUCH
LENDER WERE THE DIRECT CREDITOR OF THE BORROWER IN THE AMOUNT OF SUCH
PARTICIPATION.
THE ADMINISTRATIVE
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AGENT WILL KEEP RECORDS (WHICH SHALL BE CONCLUSIVE AND BINDING IN THE ABSENCE
OF MANIFEST ERROR), OF PARTICIPATIONS PURCHASED PURSUANT TO THIS SECTION 3.06
AND WILL IN EACH CASE NOTIFY THE LENDERS FOLLOWING ANY SUCH PURCHASES.
SECTION 3.07.
INABILITY TO
DETERMINE RATES.
IF WITH RESPECT TO ANY INTEREST PERIOD FOR EURODOLLAR LOANS,
THE ADMINISTRATIVE AGENT SHALL DETERMINE, OR MAJORITY LENDERS SHALL NOTIFY THE
ADMINISTRATIVE AGENT, THAT LIBOR FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY
AND FAIRLY REFLECT THE COST TO LENDERS OF MAKING, FUNDING OR MAINTAINING THEIR
EURODOLLAR LOANS FOR SUCH INTEREST PERIOD (AFTER GIVING EFFECT TO ANY EVENT
GIVING RISE TO ADDITIONAL INTEREST ON SUCH LOANS PURSUANT TO SECTION 3.11), THE
ADMINISTRATIVE AGENT SHALL FORTHWITH SO NOTIFY THE BORROWER AND THE LENDERS,
WHEREUPON THE OBLIGATIONS OF THE LENDERS TO MAKE OR CONTINUE COMMITTED LOANS AS
EURODOLLAR LOANS OR TO CONVERT COMMITTED LOANS INTO EURODOLLAR LOANS AT THE END
OF THE THEN CURRENT INTEREST PERIOD SHALL BE SUSPENDED UNTIL THE ADMINISTRATIVE
AGENT REVOKES SUCH NOTICE.
UPON RECEIPT OF SUCH NOTICE, THE BORROWER MAY REVOKE
ITS NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION THEN SUBMITTED BY
IT.
IF THE BORROWER DOES NOT REVOKE SUCH NOTICE, THE LENDERS SHALL MAKE,
CONVERT OR CONTINUE THE COMMITTED LOANS, AS PROPOSED BY THE BORROWER, IN THE
AMOUNT SPECIFIED IN THE APPLICABLE NOTICE SUBMITTED BY THE BORROWER, BUT SUCH
LOANS SHALL BE MADE, CONVERTED OR CONTINUED AS REFERENCE RATE LOANS INSTEAD OF
EURODOLLAR LOANS.
SECTION 3.08.
INCREASED COSTS.
IF ANY LENDER OR ISSUING BANK SHALL DETERMINE THAT, DUE TO EITHER (A) THE
INTRODUCTION OF ANY REQUIREMENT OF LAW OR ANY CHANGE (OTHER THAN ANY CHANGE BY
WAY OF IMPOSITION OF OR INCREASE IN RESERVE REQUIREMENTS INCLUDED IN THE
EURODOLLAR RESERVE PERCENTAGE) IN OR IN THE INTERPRETATION THEREOF OR (B) THE
COMPLIANCE WITH ANY GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW), THERE SHALL BE
ANY INCREASE IN THE COST TO SUCH LENDER OR ISSUING BANK OF AGREEING TO MAKE OR
MAKING, FUNDING OR MAINTAINING ANY COMMITTED LOAN OR ANY LETTER OF CREDIT OR
PARTICIPATION THEREIN, RESPECTIVELY, THE BORROWER SHALL BE LIABLE FOR, AND SHALL
FROM TIME TO TIME, UPON DEMAND BY SUCH LENDER OR ISSUING BANK (WITH A COPY OF
SUCH DEMAND TO THE ADMINISTRATIVE AGENT), PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF SUCH LENDER OR ISSUING BANK, ADDITIONAL AMOUNTS SUFFICIENT TO
COMPENSATE SUCH LENDER OR ISSUING BANK FOR SUCH INCREASED COSTS.
SECTION 3.09.
CAPITAL
ADEQUACY.
IF ANY LENDER OR ISSUING BANK SHALL HAVE