LOANS, SHALL BE SUSPENDED UNTIL THE
ADMINISTRATIVE AGENT REVOKES SUCH NOTICE IN WRITING PROMPTLY AFTER DETERMINING
THAT THE CIRCUMSTANCES RELATING TO ITS DETERMINATION THAT ADEQUATE AND
REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE LIBOR RATE NO LONGER EXIST
AND NO NEW SUCH CIRCUMSTANCES HAVE COME INTO BEING.
UPON RECEIPT OF SUCH
NOTICE, THE BORROWER MAY REVOKE ANY NOTICE OF BORROWING OR
CONTINUATION/CONVERSION NOTICE THEN SUBMITTED BY IT; PROVIDED, HOWEVER, THAT
SUCH REVOCATION SHALL NOT CAUSE THE BORROWER TO BE OBLIGATED TO REIMBURSE THE
LENDERS FOR COSTS UNDER SECTION 2.11 IN CONNECTION WITH SUCH REVOCATION.
IF THE
BORROWER DOES NOT REVOKE SUCH NOTICE, THE LENDERS SHALL MAKE, CONVERT OR
CONTINUE THE LOANS, AS ORIGINALLY PROPOSED BY THE BORROWER, IN THE AMOUNT
SPECIFIED IN THE APPLICABLE NOTICE SUBMITTED BY THE BORROWER, BUT SUCH LOANS
SHALL BE MADE, CONVERTED OR CONTINUED AS BASE RATE LOANS.
(C)
ON THE DATE ON WHICH THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF
LOANS SHALL BE REDUCED, BY PAYMENT OR PREPAYMENT OR OTHERWISE, TO LESS THAN
$1,000,000, SUCH LOANS SHALL, IF THEY ARE EURODOLLAR RATE LOANS, AUTOMATICALLY
CONVERT INTO BASE RATE LOANS, AND ON AND AFTER SUCH DATE THE RIGHT OF THE
BORROWER TO CONVERT BASE RATE LOANS INTO EURODOLLAR RATE LOANS SHALL TERMINATE.
THE BORROWER SHALL BE OBLIGATED TO REIMBURSE THE LENDERS FOR COSTS INCURRED IN
CONNECTION WITH SUCH AUTOMATIC CONVERSION IN ACCORDANCE WITH SECTION 2.11.
12
SECTION 2.10.
INCREASED COSTS AND REDUCTION OF RETURNS.
(A)
IF ANY ISSUING LENDER OR ANY LENDER SHALL DETERMINE THAT, DUE TO
EITHER (I) THE INTRODUCTION OF OR ANY CHANGE (OTHER THAN ANY CHANGE BY WAY OF
IMPOSITION OF OR INCREASE IN RESERVE REQUIREMENTS INCLUDED IN THE CALCULATION OF
THE LIBOR RATE) IN OR IN THE INTERPRETATION OF ANY LAW OR REGULATION OCCURRING
AFTER THE CLOSING DATE (OTHER THAN A CHANGE IN TAX LAW) OR (II) THE COMPLIANCE
WITH ANY GUIDELINE OR REQUEST (OTHER THAN A GUIDELINE OR REQUEST RELATING TO
TAXES) ISSUED AFTER THE CLOSING DATE FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW), THERE SHALL BE ANY INCREASE
IN THE COST TO (INCLUDING A REDUCTION IN THE SUM RECEIVABLE BY) SUCH ISSUING
LENDER OR SUCH LENDER OF AGREEING TO MAKE OR MAKING, FUNDING, CONTINUING OR
MAINTAINING ANY OF ITS LOANS AS, OR CONVERTING (OR ITS OBLIGATION TO CONVERT)
ANY PORTION OF THE PRINCIPAL AMOUNT OF ANY OF ITS LOANS INTO, EURODOLLAR RATE
LOANS, OR ISSUING, MAINTAINING OR PARTICIPATING IN ANY LETTER OF CREDIT, THEN
THE BORROWER SHALL BE LIABLE FOR, AND SHALL FROM TIME TO TIME, WITHIN FIFTEEN
(15) DAYS AFTER WRITTEN DEMAND THEREFOR BY THE ADMINISTRATIVE AGENT ON BEHALF OF
SUCH ISSUING LENDER OR SUCH LENDER IN THE FORM OF A CERTIFICATE AS TO SUCH
AMOUNTS, SHOWING A CALCULATION OF SUCH AMOUNTS IN REASONABLE DETAIL, SUBMITTED
TO THE BORROWER AND THE ADMINISTRATIVE AGENT BY SUCH ISSUING LENDER OR SUCH
LENDER WHICH CERTIFICATE SHALL BE PRESUMPTIVE EVIDENCE OF SUCH AMOUNTS (WHICH
DEMAND THE ADMINISTRATIVE AGENT HEREBY AGREES TO DELIVER), IMMEDIATELY