EXCHANGE (IN EACH CASE, WHETHER VOLUNTARY, MANDATORY, AUTOMATIC,
BY REASON OF ACCELERATION, OR OTHERWISE); OR
(B)
ANY FAILURE BY ANY BORROWER (FOR A REASON OTHER THAN THE FAILURE OF SUCH
LENDER TO MAKE A LOAN) TO PREPAY, BORROW, CONTINUE OR CONVERT ANY EUROCURRENCY
RATE LOAN ON THE DATE OR IN THE AMOUNT NOTIFIED BY SUCH BORROWER;
including any 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.
SECTION 3.06.
Matters Applicable to All Requests for Compensation.
(a)
Any
Agent or any Lender claiming compensation under this Article III shall deliver a
certificate to the Company setting forth the additional amount or amounts to be
paid to it hereunder which shall be conclusive in the absence of manifest error.
(B)
WITH RESPECT TO ANY LENDER'S CLAIM FOR COMPENSATION UNDER SECTION 2.15,
3.01, 3.02, 3.03 OR 3.04, NO BORROWER SHALL BE REQUIRED TO COMPENSATE SUCH
LENDER FOR ANY AMOUNT INCURRED MORE THAN NINETY (90) DAYS PRIOR TO THE DATE THAT
SUCH LENDER NOTIFIES THE RELEVANT BORROWERS OF THE EVENT THAT GIVES RISE TO SUCH
CLAIM; PROVIDED THAT, IF THE CIRCUMSTANCE GIVING RISE TO SUCH CLAIM IS
RETROACTIVE, THEN SUCH 90-DAY PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
IF ANY LENDER REQUESTS
COMPENSATION BY THE COMPANY UNDER SECTION 2.15 OR 3.04, THE COMPANY MAY, BY
NOTICE TO SUCH LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT), SUSPEND THE
OBLIGATION OF SUCH LENDER TO MAKE OR CONTINUE FROM ONE INTEREST PERIOD TO
ANOTHER EUROCURRENCY RATE LOANS, OR TO CONVERT BASE RATE LOANS INTO EUROCURRENCY
RATE LOANS, UNTIL THE EVENT OR CONDITION GIVING RISE TO SUCH REQUEST CEASES TO
BE IN EFFECT (IN WHICH CASE THE PROVISIONS OF SECTION 3.06(C) SHALL BE
APPLICABLE); PROVIDED THAT SUCH SUSPENSION SHALL NOT AFFECT THE RIGHT OF SUCH
LENDER TO RECEIVE THE COMPENSATION SO REQUESTED.
(C)
IF THE OBLIGATION OF ANY LENDER TO MAKE OR CONTINUE FROM ONE INTEREST
PERIOD TO ANOTHER ANY EUROCURRENCY RATE LOAN, OR TO CONVERT BASE RATE LOANS INTO
EUROCURRENCY RATE LOANS SHALL BE SUSPENDED PURSUANT TO SECTION 3.06(B) HEREOF,
SUCH LENDER'S EUROCURRENCY RATE LOANS SHALL BE AUTOMATICALLY CONVERTED INTO BASE
RATE LOANS ON THE LAST DAY(S) OF THE THEN CURRENT INTEREST PERIOD(S) FOR SUCH
EUROCURRENCY RATE LOANS (OR, IN THE CASE OF AN IMMEDIATE CONVERSION REQUIRED BY
SECTION 3.02, ON SUCH EARLIER DATE AS REQUIRED BY LAW) AND, UNLESS AND UNTIL
SUCH
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Lender gives notice as provided below that the circumstances specified in
Section 2.15, 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion
no longer exist:
(I)
TO THE EXTENT THAT SUCH LENDER'S EUROCURRENCY RATE LOANS HAVE BEEN SO
CONVERTED, ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL THAT WOULD OTHERWISE BE
APPLIED TO SUCH LENDER'S EUROCURRENCY RATE LOANS SHALL BE APPLIED INSTEAD TO ITS
BASE RATE LOANS; AND
(II)
ALL LOANS THAT WOULD OTHERWISE BE MADE OR CONTINUED