as applicable, made by it at the rate used in
determining the Eurodollar Rate or Screen
73
Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market or Canadian Dollar market for a comparable amount
and for a comparable period, whether or not such Eurodollar Rate Loan or Screen
Rate Loan was in fact so funded.
3.06
Matters Applicable to all Requests for Compensation.
(a)
A
certificate of any Agent or any Lender claiming compensation under this Article
III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error.
In determining
such amount, such Agent or such Lender may use any reasonable averaging and
attribution methods.
(B)
WITH RESPECT TO ANY LENDER'S CLAIM FOR COMPENSATION UNDER SECTION
3.01, 3.02 OR 3.04, THE BORROWER SHALL NOT BE REQUIRED TO COMPENSATE SUCH LENDER
FOR ANY AMOUNT INCURRED MORE THAN ONE HUNDRED AND EIGHTY (180) DAYS PRIOR TO THE
DATE THAT SUCH LENDER NOTIFIES THE BORROWER OF THE EVENT THAT GIVES RISE TO SUCH
CLAIM; PROVIDED, THAT, IF THE CIRCUMSTANCE GIVING RISE TO SUCH CLAIM 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 BY THE BORROWER UNDER SECTION 3.04, THE BORROWER 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 EURODOLLAR
RATE LOANS OR SCREEN RATE LOANS, OR TO CONVERT BASE RATE LOANS INTO EURODOLLAR
RATE LOANS, UNTIL THE EVENT OR CONDITION GIVING RISE TO SUCH REQUEST CEASES TO
BE IN EFFECT (IN WHICH CASE THE PROVISIONS OF SECTION 3.06(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 EURODOLLAR RATE LOAN OR SCREEN RATE LOAN, OR TO
CONVERT BASE RATE LOANS INTO EURODOLLAR RATE LOANS SHALL BE SUSPENDED PURSUANT
TO SECTION 3.06(B) HEREOF, SUCH LENDER'S EURODOLLAR RATE LOANS SHALL BE
AUTOMATICALLY CONVERTED INTO BASE RATE LOANS ON THE LAST DAY(S) OF THE THEN
CURRENT INTEREST PERIOD(S) FOR SUCH EURODOLLAR 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 SECTION 3.01, 3.02, 3.03 OR 3.04 HEREOF THAT GAVE
RISE TO SUCH CONVERSION NO LONGER EXIST:
(I)
TO THE EXTENT THAT SUCH LENDER'S EURODOLLAR RATE LOANS HAVE BEEN
SO CONVERTED, ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL THAT WOULD OTHERWISE BE
APPLIED TO SUCH LENDER'S EURODOLLAR 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