event, within the time period required by law.
38
(B)
AT ANY TIME THAT ANY EURODOLLAR LOAN IS
AFFECTED BY THE CIRCUMSTANCES DESCRIBED IN SECTION 2.10(A)(II) OR (III), THE
BORROWER MAY (AND IN THE CASE OF A EURODOLLAR LOAN AFFECTED PURSUANT TO
SECTION 2.10(A)(III) SHALL) EITHER (X) IF THE AFFECTED EURODOLLAR LOAN IS THEN
BEING MADE PURSUANT TO A BORROWING, CANCEL SAID BORROWING BY GIVING THE
ADMINISTRATIVE AGENT TELEPHONIC NOTICE (CONFIRMED PROMPTLY IN WRITING) THEREOF
ON THE SAME DATE THAT THE BORROWER WAS NOTIFIED BY A LENDER PURSUANT TO
SECTION 2.10(A)(II) OR (III) OR (Y) IF THE AFFECTED EURODOLLAR LOAN IS THEN
OUTSTANDING, UPON AT LEAST THREE BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE
AGENT, REQUIRE THE AFFECTED LENDER TO CONVERT EACH SUCH EURODOLLAR REVOLVING
CREDIT LOAN AND EURODOLLAR TERM LOAN INTO AN ABR LOAN PROVIDED THAT IF MORE THAN
ONE LENDER IS AFFECTED AT ANY TIME, THEN ALL AFFECTED LENDERS MUST BE TREATED IN
THE SAME MANNER PURSUANT TO THIS SECTION 2.10(B).
(C)
IF, AFTER THE DATE HEREOF, THE ADOPTION OF
ANY APPLICABLE LAW, RULE OR REGULATION REGARDING CAPITAL ADEQUACY, OR ANY CHANGE
THEREIN, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY, THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS,
CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF, OR COMPLIANCE BY A LENDER OR ITS PARENT WITH ANY REQUEST
OR DIRECTIVE MADE OR ADOPTED AFTER THE DATE HEREOF REGARDING CAPITAL ADEQUACY
(WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH AUTHORITY, ASSOCIATION,
CENTRAL BANK OR COMPARABLE AGENCY, HAS OR WOULD HAVE THE EFFECT OF REDUCING THE
RATE OF RETURN ON SUCH LENDER'S OR ITS PARENT'S OR ITS RELATED AFFILIATE'S
CAPITAL OR ASSETS AS A CONSEQUENCE OF SUCH LENDER'S COMMITMENTS OR OBLIGATIONS
HEREUNDER TO A LEVEL BELOW THAT WHICH SUCH LENDER OR ITS PARENT OR ITS RELATED
AFFILIATE COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, EFFECTIVENESS, CHANGE OR
COMPLIANCE (TAKING INTO CONSIDERATION SUCH LENDER'S OR ITS PARENT'S POLICIES
WITH RESPECT TO CAPITAL ADEQUACY), THEN FROM TIME TO TIME, PROMPTLY AFTER DEMAND
BY SUCH LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT), THE BORROWER SHALL PAY
TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH LENDER
OR ITS PARENT FOR SUCH REDUCTION, IT BEING UNDERSTOOD AND AGREED, HOWEVER, THAT
A LENDER SHALL NOT BE ENTITLED TO SUCH COMPENSATION AS A RESULT OF SUCH LENDER'S
COMPLIANCE WITH, OR PURSUANT TO ANY REQUEST OR DIRECTIVE TO COMPLY WITH, ANY
SUCH LAW, RULE OR REGULATION AS IN EFFECT ON THE DATE HEREOF.
EACH LENDER, UPON
DETERMINING IN GOOD FAITH THAT ANY ADDITIONAL AMOUNTS WILL BE PAYABLE PURSUANT
TO THIS SECTION 2.10(C), WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE BORROWER
WHICH NOTICE SHALL SET FORTH IN REASONABLE DETAIL THE BASIS OF THE CALCULATION
OF SUCH ADDITIONAL AMOUNTS, ALTHOUGH THE FAILURE TO GIVE ANY SUCH NOTICE SHALL
NOT, SUBJECT TO SECTION 2.13, RELEASE OR DIMINISH ANY OF THE BORROWER'S
OBLIGATIONS TO PAY ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.10(C) UPON
RECEIPT OF SUCH