IS OR RESULTS IN AN
INCREASE IN THE COST TO ANY LENDER OF FUNDING OR MAINTAINING THE LOANS, THE
LETTER OF CREDIT ACCOMMODATIONS OR ITS COMMITMENT, THEN BORROWERS SHALL FROM
TIME TO TIME UPON DEMAND BY AGENT PAY TO AGENT ADDITIONAL AMOUNTS SUFFICIENT TO
INDEMNIFY LENDERS AGAINST SUCH INCREASED COST (AFTER TAKING INTO ACCOUNT
APPLICABLE DEDUCTIONS AND CREDITS IN RESPECT OF THE AMOUNT INDEMNIFIED).
A
CERTIFICATE AS TO THE AMOUNT OF SUCH INCREASED COST SETTING FORTH IN REASONABLE
DETAIL THE BASIS FOR SUCH INCREASED COST AND CALCULATION OF THE AMOUNT THEREOF
SHALL BE SUBMITTED TO ADMINISTRATIVE BORROWER BY OR ON BEHALF OF THE LENDER
SEEKING INDEMNIFICATION THEREFOR OR BY AGENT ON ITS BEHALF AND SHALL BE
CONCLUSIVE, ABSENT MANIFEST ERROR.
(B)
IF PRIOR TO THE FIRST DAY OF ANY INTEREST PERIOD,
(I) AGENT 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 ADJUSTED EURODOLLAR RATE FOR SUCH INTEREST PERIOD, (II) AGENT
HAS RECEIVED NOTICE FROM THE REQUIRED LENDERS THAT THE ADJUSTED EURODOLLAR RATE
DETERMINED OR TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO LENDERS OF MAKING OR MAINTAINING 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 TELECOPY OR TELEPHONIC NOTICE THEREOF TO ADMINISTRATIVE BORROWER AS
SOON AS PRACTICABLE THEREAFTER, AND WILL
44
ALSO GIVE PROMPT WRITTEN NOTICE TO ADMINISTRATIVE BORROWER 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 TO OR CONTINUED AS PRIME RATE LOANS AND (C) EACH OUTSTANDING
EURODOLLAR RATE LOAN SHALL BE CONVERTED, ON THE LAST DAY OF THE THEN CURRENT
INTEREST PERIOD THEREOF, TO PRIME RATE LOANS.
UNTIL SUCH NOTICE HAS BEEN
WITHDRAWN BY AGENT, NO FURTHER EURODOLLAR RATE LOANS SHALL BE MADE OR CONTINUED
AS SUCH, NOR SHALL ANY BORROWER (OR ADMINISTRATIVE BORROWER ON BEHALF OF ANY
BORROWER) HAVE THE RIGHT TO CONVERT PRIME RATE LOANS TO EURODOLLAR RATE LOANS.
(C)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE
ADOPTION OF OR ANY CHANGE IN ANY LAW, TREATY, RULE OR REGULATION OR FINAL,
NON-APPEALABLE DETERMINATION OF AN ARBITRATOR OR A COURT OR OTHER GOVERNMENTAL
AUTHORITY OR IN THE INTERPRETATION OR APPLICATION THEREOF OCCURRING AFTER THE
DATE HEREOF SHALL MAKE IT UNLAWFUL FOR AGENT OR ANY LENDER TO MAKE OR MAINTAIN
EURODOLLAR RATE LOANS AS CONTEMPLATED BY THIS AGREEMENT, (I) AGENT OR SUCH
LENDER SHALL PROMPTLY GIVE WRITTEN NOTICE OF SUCH CIRCUMSTANCES TO
ADMINISTRATIVE BORROWER (WHICH NOTICE