DESCRIBED
BELOW, OR A FUNDING BANK OR ANY LENDER COMPLIES WITH ANY REQUEST OR DIRECTIVE
REGARDING CAPITAL ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY, AND IN THE CASE OF ANY EVENT SET
FORTH IN THIS CLAUSE (III), SUCH ADOPTION, CHANGE OR COMPLIANCE HAS OR WOULD
HAVE THE DIRECT OR INDIRECT EFFECT OF REDUCING THE RATE OF RETURN ON ANY
LENDER'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER TO A LEVEL BELOW
THAT WHICH SUCH LENDER COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, CHANGE OR
COMPLIANCE (TAKING INTO CONSIDERATION THE FUNDING BANK'S OR SUCH LENDER'S
POLICIES WITH RESPECT TO CAPITAL ADEQUACY) BY AN AMOUNT DEEMED BY SUCH LENDER TO
BE MATERIAL, AND THE RESULT OF ANY OF THE FOREGOING EVENTS DESCRIBED IN CLAUSES
(I), (II) OR (III) IS OR RESULTS IN AN INCREASE IN THE COST TO ANY LENDER OF
FUNDING OR MAINTAINING THE LOANS OR ITS TOTAL COMMITMENT (OTHER THAN ANY
INCREASED COST RESULTING FROM (1) TAXES (AS TO WHICH SECTION 6.4(D) HEREOF AND
THE LIMITATIONS THERETO SHALL GOVERN) OR (2) CHANGES IN THE BASIS OF TAXATION OF
OVERALL NET INCOME BY THE JURISDICTION UNDER THE LAWS OF WHICH THE AGENT OR SUCH
LENDER IS ORGANIZED OR IN WHICH THE AGENT'S OR SUCH LENDER'S LENDING OFFICE IS
LOCATED OR ANY POLITICAL SUBDIVISION THEREOF), THEN BORROWERS SHALL FROM TIME TO
TIME UPON DEMAND BY AGENT PAY TO AGENT ADDITIONAL AMOUNTS SUFFICIENT TO
INDEMNIFY LENDERS AGAINST SUCH INCREASED COST. A CERTIFICATE AS TO THE AMOUNT OF
SUCH INCREASED COST SHALL BE SUBMITTED TO BORROWERS BY AGENT AND SHALL BE
CONCLUSIVE, ABSENT MANIFEST ERROR.
(B)
IF PRIOR TO THE FIRST DAY OF ANY INTEREST PERIOD, (I) AGENT OR THE
REQUIRED LENDERS SHALL HAVE DETERMINED IN GOOD FAITH (WHICH DETERMINATION SHALL
BE CONCLUSIVE AND BINDING UPON BORROWERS) THAT, BY REASON OF CIRCUMSTANCES
AFFECTING THE RELEVANT MARKET, ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR
ASCERTAINING THE EURODOLLAR RATE FOR SUCH INTEREST PERIOD, (II) AGENT HAS
RECEIVED NOTICE FROM THE REQUIRED LENDERS THAT THE EURODOLLAR RATE DETERMINED OR
TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND FAIRLY REFLECT
THE COST TO SUCH LENDERS OF MAKING OR MAINTAINING THEIR EURODOLLAR RATE LOANS
DURING SUCH INTEREST PERIOD, OR (III) DOLLAR DEPOSITS IN THE PRINCIPAL AMOUNTS
OF THE EURODOLLAR RATE LOANS TO WHICH SUCH INTEREST PERIOD IS TO BE APPLICABLE
ARE NOT GENERALLY AVAILABLE IN THE LONDON INTERBANK MARKET, AGENT SHALL GIVE
NOTICE THEREOF TO BORROWERS EITHER BY TELEPHONE OR IN WRITING SENT BY TELECOPY
AND LENDERS AS SOON AS PRACTICABLE THEREAFTER, AND WILL ALSO GIVE PROMPT WRITTEN
NOTICE TO BORROWERS WHEN SUCH CONDITIONS NO LONGER EXIST. IF SUCH NOTICE IS
GIVEN (A) ANY EURODOLLAR RATE LOANS REQUESTED TO BE MADE ON THE FIRST DAY OF
SUCH INTEREST PERIOD SHALL BE MADE AS PRIME RATE LOANS, (B) ANY LOANS THAT WERE
TO HAVE BEEN CONVERTED ON THE FIRST DAY OF SUCH INTEREST PERIOD TO OR CONTINUED
AS EURODOLLAR RATE LOANS SHALL BE CONVERTED