CONDITION, AND THE RESULT OF ANY OF THE FOREGOING SHALL BE TO INCREASE THE COST
TO SUCH LENDER OF MAKING OR MAINTAINING ANY LIBOR LOANS OR ISSUING, MAINTAINING
OR PARTICIPATING IN LETTERS OF CREDIT OR TO REDUCE THE AMOUNT OF ANY
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SUM RECEIVED OR RECEIVABLE BY SUCH LENDER HEREUNDER (INCLUDING IN RESPECT OF
LETTERS OF CREDIT), THE BORROWERS WILL, PROMPTLY UPON DEMAND THEREFOR BY SUCH
LENDER, PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNTS AS SHALL COMPENSATE SUCH
LENDER FOR SUCH INCREASE IN COSTS OR REDUCTION IN RETURN.
(B)
IF ANY LENDER (INCLUDING THE ISSUING LENDER
IN ITS CAPACITY AS SUCH) SHALL HAVE REASONABLY DETERMINED THAT THE INTRODUCTION
OF OR ANY CHANGE IN ANY APPLICABLE LAW, RULE OR REGULATION REGARDING CAPITAL
ADEQUACY OR IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL
AUTHORITY CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF, IN EACH
CASE AFTER THE DATE HEREOF, OR COMPLIANCE BY SUCH LENDER WITH ANY GUIDELINE OR
REQUEST FROM ANY SUCH GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF
LAW) GIVEN OR MADE AFTER THE DATE HEREOF, HAS OR WOULD HAVE THE EFFECT, AS A
CONSEQUENCE OF SUCH LENDER'S COMMITMENT, LOANS OR ISSUANCE OF OR PARTICIPATIONS
IN LETTERS OF CREDIT HEREUNDER, OF REDUCING THE RATE OF RETURN ON THE CAPITAL OF
SUCH LENDER OR ANY PERSON CONTROLLING SUCH LENDER TO A LEVEL BELOW THAT WHICH
SUCH LENDER OR CONTROLLING PERSON COULD HAVE ACHIEVED BUT FOR SUCH INTRODUCTION,
CHANGE OR COMPLIANCE (TAKING INTO ACCOUNT SUCH LENDER'S OR CONTROLLING PERSON'S
POLICIES WITH RESPECT TO CAPITAL ADEQUACY), THE BORROWERS WILL, PROMPTLY UPON
DEMAND THEREFOR BY SUCH LENDER, PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNTS AS
WILL COMPENSATE SUCH LENDER OR CONTROLLING PERSON FOR SUCH REDUCTION IN RETURN.
(C)
IF, ON OR PRIOR TO THE FIRST DAY OF ANY
INTEREST PERIOD, (X) THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL HAVE
DETERMINED THAT BY REASON OF CIRCUMSTANCES AFFECTING THE FOREIGN EXCHANGE AND
INTERBANK MARKETS GENERALLY, DEPOSITS IN ANY FOREIGN CURRENCY IN THE APPLICABLE
AMOUNTS ARE NOT BEING QUOTED OR OFFERED TO THE ADMINISTRATIVE AGENT OR THE
LENDERS FOR SUCH INTEREST PERIOD, OR THAT A FUNDAMENTAL CHANGE HAS OCCURRED IN
THE FOREIGN EXCHANGE OR INTERBANK MARKETS WITH RESPECT TO ANY FOREIGN CURRENCY
(INCLUDING, WITHOUT LIMITATION, CHANGES IN NATIONAL OR INTERNATIONAL FINANCIAL,
POLITICAL OR ECONOMIC CONDITIONS OR CURRENCY EXCHANGE RATES OR EXCHANGE
CONTROLS), (Y) THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED THAT ADEQUATE AND
REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE APPLICABLE LIBOR RATE FOR
SUCH INTEREST PERIOD OR (Z) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED WRITTEN
NOTICE FROM THE REQUIRED LENDERS OF THEIR DETERMINATION THAT THE RATE OF
INTEREST REFERRED TO IN THE DEFINITION OF "LIBOR RATE" UPON THE BASIS OF WHICH
THE ADJUSTED LIBOR RATE FOR LIBOR LOANS FOR SUCH INTEREST PERIOD IS TO BE
DETERMINED WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS OF
MAKING OR MAINTAINING THE RELEVANT TYPE OF LIBOR LOANS DURING SUCH INTEREST
PERIOD, THE ADMINISTRATIVE AGENT WILL FORTHWITH SO NOTIFY THE COMPANY AND THE