ALL REQUESTS FOR COMPENSATION
.
(A)
IF THE ADMINISTRATIVE AGENT OR ANY LENDER CLAIMS
COMPENSATION UNDER THIS ARTICLE III, IT SHALL DELIVER A CERTIFICATE TO THE
BORROWERS CONTEMPORANEOUSLY WITH THE DEMAND FOR PAYMENT SETTING FORTH IN
REASONABLE DETAIL A CALCULATION OF THE ADDITIONAL AMOUNT OR AMOUNTS TO BE PAID
TO IT HEREUNDER WHICH SHALL BE CONCLUSIVE IN THE ABSENCE OF DEMONSTRABLE ERROR.
IN DETERMINING SUCH AMOUNT, THE ADMINISTRATIVE AGENT OR SUCH LENDER MAY USE ANY
REASONABLE AVERAGING AND ATTRIBUTION METHODS.
(B)
WITH RESPECT TO ANY LENDER'S CLAIM FOR COMPENSATION UNDER ANY
OF SECTIONS 3.02 THROUGH 3.05, THE BORROWERS SHALL NOT BE REQUIRED TO COMPENSATE
SUCH LENDER FOR ANY AMOUNT INCURRED MORE THAN 180 DAYS PRIOR TO THE DATE THAT
SUCH LENDER NOTIFIES THE BORROWERS OF THE EVENT THAT GIVES RISE TO SUCH CLAIM;
PROVIDED THAT, IF THE CIRCUMSTANCE GIVING RISE TO SUCH INCREASED COST OR
REDUCTION IS RETROACTIVE, THEN SUCH 180-DAY PERIOD REFERRED TO ABOVE SHALL BE
EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
IF ANY LENDER
REQUESTS COMPENSATION FROM ANY BORROWER UNDER SECTION 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 3.07(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
3.07(B) HEREOF, SUCH LENDER'S EUROCURRENCY RATE LOANS SHALL BE AUTOMATICALLY
CONVERTED INTO BASE RATE LOANS (IN THE DOLLAR EQUIVALENT THEREOF) 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 LENDER GIVES NOTICE
AS PROVIDED BELOW THAT THE CIRCUMSTANCES SPECIFIED IN SECTIONS 3.01 THROUGH
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 FROM ONE
INTEREST PERIOD TO ANOTHER BY SUCH LENDER AS
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ActiveUS 170689984v.4
EUROCURRENCY RATE LOANS SHALL BE MADE OR CONTINUED INSTEAD AS BASE RATE LOANS,
AND ALL BASE RATE LOANS OF SUCH LENDER THAT WOULD OTHERWISE BE CONVERTED INTO
EUROCURRENCY RATE LOANS SHALL REMAIN AS BASE RATE LOANS.
(D)
IF ANY LENDER GIVES NOTICE TO THE COMPANY (WITH A COPY