DENOMINATED IN DOLLARS OR AN
ALTERNATIVE CURRENCY), OR (C) THE EUROCURRENCY BASE RATE FOR ANY REQUESTED
INTEREST PERIOD WITH RESPECT TO A PROPOSED EUROCURRENCY RATE COMMITTED LOAN DOES
NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS OF FUNDING SUCH
EUROCURRENCY RATE COMMITTED LOAN, THE ADMINISTRATIVE AGENT WILL PROMPTLY SO
NOTIFY THE COMPANY AND EACH LENDER.
THEREAFTER, THE OBLIGATION OF THE LENDERS
TO MAKE OR MAINTAIN EUROCURRENCY RATE LOANS IN THE AFFECTED CURRENCY OR
CURRENCIES SHALL BE SUSPENDED UNTIL THE ADMINISTRATIVE AGENT (UPON THE
INSTRUCTION OF THE REQUIRED LENDERS) REVOKES SUCH NOTICE.
UPON RECEIPT OF SUCH
NOTICE, THE COMPANY MAY REVOKE ANY PENDING REQUEST FOR A BORROWING OF,
CONVERSION TO OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS IN THE
AFFECTED CURRENCY OR CURRENCIES OR, FAILING THAT, WILL BE DEEMED TO HAVE
CONVERTED SUCH REQUEST INTO A REQUEST FOR A COMMITTED BORROWING OF BASE RATE
LOANS IN THE AMOUNT SPECIFIED THEREIN.
3.04
INCREASED COSTS.
(A)
INCREASED COSTS GENERALLY.
IF ANY CHANGE
IN LAW SHALL:
(I)
IMPOSE, MODIFY OR DEEM APPLICABLE ANY
RESERVE, SPECIAL DEPOSIT, COMPULSORY LOAN, INSURANCE CHARGE OR SIMILAR
REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF, OR CREDIT
EXTENDED OR PARTICIPATED IN BY, ANY LENDER (EXCEPT (A) ANY RESERVE REQUIREMENT
REFLECTED IN THE EUROCURRENCY RATE AND (B) THE REQUIREMENTS OF THE BANK OF
ENGLAND AND THE FINANCIAL SERVICES AUTHORITY OR THE EUROPEAN CENTRAL BANK
REFLECTED IN THE MANDATORY COST, OTHER THAN AS SET FORTH BELOW);
49
(II)
SUBJECT ANY LENDER TO ANY TAX OF ANY KIND
WHATSOEVER WITH RESPECT TO THIS AGREEMENT, OR ANY EUROCURRENCY RATE LOAN MADE BY
IT, OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH LENDER IN RESPECT
THEREOF (EXCEPT FOR INDEMNIFIED TAXES OR OTHER TAXES COVERED BY SECTION 3.01 AND
THE IMPOSITION OF, OR ANY CHANGE IN THE RATE OF, ANY EXCLUDED TAX PAYABLE BY
SUCH LENDER);
(III)
RESULT IN THE FAILURE OF THE MANDATORY COST,
AS CALCULATED HEREUNDER, TO REPRESENT THE COST TO ANY LENDER OF COMPLYING WITH
THE REQUIREMENTS OF THE BANK OF ENGLAND AND/OR THE FINANCIAL SERVICES AUTHORITY
OR THE EUROPEAN CENTRAL BANK IN RELATION TO ITS MAKING, FUNDING OR MAINTAINING
EUROCURRENCY RATE LOANS; OR
(IV)
IMPOSE ON ANY LENDER OR THE LONDON INTERBANK
MARKET ANY OTHER CONDITION, COST OR EXPENSE AFFECTING THIS AGREEMENT OR
EUROCURRENCY RATE LOANS MADE BY SUCH LENDER;
and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Rate Loan (or of maintaining
its obligation to make any such Loan), or to increase the cost to such Lender,
or to reduce the amount of any sum received or receivable by such Lender
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender, the Company will pay (or cause the applicable Designated
Borrower to pay) to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.
(B)
CAPITAL REQUIREMENTS.
IF ANY LENDER
DETERMINES THAT