the basis for the calculation thereof, submitted to the Borrower by such
Lender shall, absent clearly demonstrable error, be final and conclusive and
binding upon all parties hereto) and (z) in the case of subclause (iii) above,
the Borrower shall take one of the actions specified in subclause (x) or (y), as
applicable, of Section 2.10(b) as promptly as possible and, in any event, within
the time period required by law.
(B)
AT ANY TIME THAT ANY LIBOR LOAN IS AFFECTED
BY THE CIRCUMSTANCES DESCRIBED IN SECTION 2.10(A)(II) OR (III), THE BORROWER MAY
(AND IN THE CASE OF A LIBOR LOAN AFFECTED PURSUANT TO
SECTION 2.10(A)(III) SHALL) EITHER (X) IF THE AFFECTED LIBOR LOAN IS THEN BEING
60
MADE PURSUANT TO A BORROWING, CANCEL SUCH 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 LIBOR LOAN IS THEN OUTSTANDING, UPON AT LEAST THREE
BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE AGENT, REQUIRE THE AFFECTED LENDER
TO CONVERT EACH SUCH LIBOR 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 ORIGINAL CLOSING DATE, ANY CHANGE IN LAW RELATING TO
CAPITAL ADEQUACY OF ANY LENDER OR COMPLIANCE BY ANY LENDER OR ITS PARENT WITH
ANY CHANGE IN LAW RELATING TO CAPITAL ADEQUACY OCCURRING AFTER THE ORIGINAL
CLOSING DATE, HAS OR WOULD HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON
SUCH LENDER'S OR ITS PARENT'S OR ITS 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 AFFILIATE COULD HAVE ACHIEVED
BUT FOR SUCH CHANGE IN LAW (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 LAW, RULE OR REGULATION AS IN EFFECT ON THE ORIGINAL CLOSING
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 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 THE BORROWER'S OBLIGATIONS TO PAY ADDITIONAL AMOUNTS PURSUANT TO THIS
SECTION 2.10(C) UPON RECEIPT OF SUCH NOTICE.
(D)