BY GIVING THE ADMINISTRATIVE
AGENT TELEPHONIC NOTICE (CONFIRMED IN WRITING) ON THE SAME DATE THAT THE
BORROWER WAS NOTIFIED BY THE AFFECTED LENDER OR THE ADMINISTRATIVE AGENT
PURSUANT TO SECTION 3.6(A)(II) OR (III), CANCEL THE RESPECTIVE BORROWING, OR
(II) IF THE AFFECTED EUROCURRENCY LOAN IS THEN OUTSTANDING, UPON AT LEAST THREE
BUSINESS DAYS' WRITTEN NOTICE TO ADMINISTRATIVE AGENT, REQUIRE THE AFFECTED
LENDER TO CONVERT SUCH EUROCURRENCY LOAN INTO A BASE RATE LOAN, PROVIDED, THAT
IF MORE THAN ONE LENDER IS AFFECTED AT ANY TIME, THEN ALL AFFECTED LENDERS MUST
BE TREATED THE SAME PURSUANT TO THIS SECTION 3.6(B).
(C)
CAPITAL REQUIREMENTS. IF ANY LENDER DETERMINES THAT THE
INTRODUCTION OF OR ANY CHANGE IN ANY APPLICABLE LAW OR GOVERNMENTAL RULE,
REGULATION, ORDER, GUIDELINE OR REQUEST (WHETHER OR NOT HAVING THE FORCE OF LAW)
CONCERNING CAPITAL ADEQUACY, OR ANY CHANGE IN INTERPRETATION OR ADMINISTRATION
THEREOF BY ANY GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY (IN
EACH CASE AFTER THE DATE OF THIS AGREEMENT), WILL HAVE THE EFFECT OF INCREASING
THE AMOUNT OF CAPITAL REQUIRED OR EXPECTED TO BE MAINTAINED BY SUCH LENDER OR
ANY CORPORATION CONTROLLING SUCH LENDER BASED ON THE EXISTENCE OF SUCH LENDER'S
COMMITMENTS HEREUNDER OR ITS OBLIGATIONS HEREUNDER, THEN THE BORROWER SHALL PAY
TO SUCH LENDER, UPON ITS WRITTEN NOTICE AS HEREAFTER DESCRIBED, SUCH ADDITIONAL
AMOUNTS AS SHALL BE REQUIRED TO COMPENSATE SUCH LENDER OR SUCH OTHER CORPORATION
FOR THE INCREASED COST TO SUCH LENDER OR SUCH OTHER CORPORATION OR THE REDUCTION
IN THE RATE OF RETURN TO SUCH LENDER OR SUCH OTHER CORPORATION AS A RESULT OF
SUCH INCREASE OF CAPITAL.
IN DETERMINING SUCH ADDITIONAL AMOUNTS, EACH LENDER
WILL ACT REASONABLY AND IN GOOD FAITH AND WILL USE AVERAGING AND ATTRIBUTION
METHODS WHICH ARE REASONABLE AND WHICH WILL, TO THE EXTENT THE INCREASED COSTS
OR REDUCTION IN THE RATE OF RETURN RELATES TO SUCH LENDER'S COMMITMENTS OR
OBLIGATIONS IN GENERAL AND ARE NOT SPECIFICALLY ATTRIBUTABLE TO THE COMMITMENTS
AND OBLIGATIONS HEREUNDER, COVER ALL COMMITMENTS AND OBLIGATIONS SIMILAR TO THE
COMMITMENTS AND OBLIGATIONS OF SUCH LENDER HEREUNDER WHETHER OR NOT THE LOAN
DOCUMENTATION FOR SUCH OTHER COMMITMENTS OR OBLIGATIONS PERMITS SUCH LENDER TO
MAKE THE DETERMINATION SPECIFIED IN THIS SECTION 3.6(C), AND SUCH LENDER'S
DETERMINATION OF COMPENSATION OWING UNDER THIS SECTION 3.6(C) SHALL, ABSENT
MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND BINDING ON ALL THE PARTIES HERETO.
EACH LENDER, UPON DETERMINING THAT ANY ADDITIONAL AMOUNTS WILL BE PAYABLE
PURSUANT TO THIS SECTION 3.6(C), WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE
BORROWER, WHICH NOTICE SHALL SHOW IN REASONABLE DETAIL THE BASIS FOR CALCULATION
OF SUCH ADDITIONAL AMOUNTS; PROVIDED THAT NO LENDER SHALL BE ENTITLED TO RECEIVE
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ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 3.6(C) FOR INCREASED COSTS INCURRED
PRIOR TO THE 180TH DAY BEFORE THE GIVING OF SUCH NOTICE, UNLESS SUCH INCREASED
COSTS ARE DUE TO A CHANGE IN LAW THAT PROVIDES FOR RETROACTIVE EFFECT, IN WHICH
CASE THE 180 DAY PERIOD SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE
EFFECT).
(D)
CHANGE OF LENDING OFFICE. EACH