to a Loan hereunder, use averaging and attribution methods which
are reasonable and which cover all loans similar to the Loans made by such
Lender whether or not the loan documentation for such other loans permits the
Lender to receive increased costs of the type described in this Section 3.5(a).
(B)
EURODOLLAR LOANS.
AT ANY TIME THAT ANY EURODOLLAR LOAN IS
AFFECTED BY THE CIRCUMSTANCES DESCRIBED IN SECTION 3.5(A)(II) OR (III), BORROWER
MAY (AND, IN THE CASE OF A EURODOLLAR LOAN AFFECTED BY THE CIRCUMSTANCES
DESCRIBED IN SECTION 3.5(A)(III), SHALL) IF ANY AFFECTED LOAN IS A EURODOLLAR
LOAN THEN OUTSTANDING, UPON AT LEAST THREE BUSINESS DAYS' WRITTEN NOTICE TO
ADMINISTRATIVE AGENT, REQUIRE THE AFFECTED LENDER TO CONVERT SUCH EURODOLLAR
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 3.5(B).
36
(C)
CAPITAL REQUIREMENTS.
IF, AT ANY TIME AFTER THE DATE OF THIS
AGREEMENT, 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, 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
LOANS HEREUNDER OR ITS OBLIGATIONS HEREUNDER, THEN BORROWER SHALL PAY TO SUCH
LENDER, UPON ITS DELIVERY OF THE WRITTEN NOTICE HEREAFTER REFERRED TO, THEREFOR,
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 OBLIGATIONS HEREUNDER, COVER ALL COMMITMENTS AND OBLIGATIONS
SIMILAR TO THE OBLIGATIONS OF SUCH LENDER HEREUNDER WHETHER OR NOT THE LOAN
DOCUMENTATION FOR SUCH OTHER COMMITMENTS OR OBLIGATIONS PERMITS THE LENDER TO
MAKE THE DETERMINATION SPECIFIED IN THIS SECTION 3.5(C), AND SUCH LENDER'S
DETERMINATION OF COMPENSATION OWING UNDER THIS SECTION 3.5(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 3.5(C) WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO
BORROWER, WHICH NOTICE SHALL SHOW THE BASIS FOR CALCULATION OF SUCH ADDITIONAL
AMOUNTS, ALTHOUGH THE FAILURE TO GIVE ANY SUCH NOTICE SHALL NOT RELEASE OR
DIMINISH ANY OF BORROWER'S OBLIGATIONS TO PAY ADDITIONAL AMOUNTS PURSUANT