CREDIT LOAN, EURODOLLAR EXTENDED 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 FUNDING DATE, 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 FUNDING DATE 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 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
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 US BORROWER OR THE UK
BORROWER, AS THE CASE MAY BE, 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 FUNDING DATE.
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 US BORROWER (ON ITS OWN BEHALF AND ON
BEHALF OF THE UK 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 US BORROWER'S OR THE UK BORROWER'S, AS THE CASE MAY BE, OBLIGATIONS TO
PAY ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.10(C) UPON RECEIPT OF SUCH
NOTICE.
(D)
NOTWITHSTANDING THE FOREGOING, IN THE CASE OF FOREIGN CURRENCY REVOLVING
CREDIT LOANS OR FOREIGN CURRENCY EXTENDED REVOLVING CREDIT LOANS AFFECTED BY THE
CIRCUMSTANCES DESCRIBED IN SECTION 2.10(A)(I), AS PROMPTLY AS PRACTICABLE BUT IN
NO EVENT LATER THAN THREE BUSINESS DAYS AFTER THE GIVING OF THE REQUIRED NOTICE
BY THE ADMINISTRATIVE AGENT WITH RESPECT TO SUCH CIRCUMSTANCES, THE
ADMINISTRATIVE AGENT (IN CONSULTATION WITH THE LENDERS) SHALL NEGOTIATE WITH THE
US BORROWER IN GOOD FAITH IN ORDER TO ASCERTAIN WHETHER A SUBSTITUTE INTEREST
RATE (A "SUBSTITUTE RATE") MAY BE AGREED UPON FOR THE MAINTAINING OF EXISTING