THE LENDER NOTIFIES BORROWER THAT THE CIRCUMSTANCES GIVING RISE
TO SUCH DETERMINATION NO LONGER EXIST.
UPON RECEIPT OF SUCH NOTICE, BORROWER
SHALL, UPON DEMAND FROM THE LENDER, PREPAY OR, IF APPLICABLE, CONVERT ALL
EURODOLLAR RATE LOANS TO BASE RATE LOANS, EITHER ON THE LAST DAY OF THE INTEREST
PERIOD THEREFOR, IF THE LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH EURODOLLAR
RATE LOANS TO SUCH DAY, OR IMMEDIATELY, IF THE LENDER MAY NOT LAWFULLY CONTINUE
TO MAINTAIN SUCH EURODOLLAR RATE LOANS.
UPON ANY SUCH PREPAYMENT OR CONVERSION,
BORROWER SHALL ALSO PAY ACCRUED INTEREST ON THE AMOUNT SO PREPAID OR CONVERTED
AND ALL AMOUNTS DUE UNDER SECTION 3.05 IN ACCORDANCE WITH THE TERMS THEREOF DUE
TO SUCH PREPAYMENT OR CONVERSION.
3.03
INABILITY TO DETERMINE RATES.
IF THE LENDER DETERMINES IN
CONNECTION WITH ANY REQUEST FOR A EURODOLLAR RATE LOAN OR A CONVERSION TO OR
CONTINUATION THEREOF THAT (A) DOLLAR DEPOSITS ARE NOT BEING OFFERED TO BANKS IN
THE LONDON INTERBANK EURODOLLAR MARKET FOR THE APPLICABLE AMOUNT AND INTEREST
PERIOD OF SUCH EURODOLLAR RATE LOAN, (B) ADEQUATE AND REASONABLE MEANS DO NOT
EXIST FOR DETERMINING THE EURODOLLAR BASE RATE FOR ANY REQUESTED INTEREST PERIOD
WITH RESPECT TO A PROPOSED EURODOLLAR RATE LOAN, OR (C) THE EURODOLLAR BASE RATE
FOR ANY REQUESTED INTEREST PERIOD WITH RESPECT TO A PROPOSED EURODOLLAR RATE
LOAN DOES NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO THE LENDER OF FUNDING
SUCH LOAN, THE LENDER WILL PROMPTLY SO NOTIFY BORROWER.
THEREAFTER, THE
OBLIGATION OF THE LENDER TO MAKE OR MAINTAIN EURODOLLAR RATE LOANS SHALL BE
SUSPENDED UNTIL THE LENDER REVOKES SUCH NOTICE.
UPON RECEIPT OF SUCH NOTICE,
BORROWER MAY REVOKE ANY PENDING REQUEST FOR A COMMITTED BORROWING OF, CONVERSION
TO OR CONTINUATION OF EURODOLLAR RATE LOANS 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.
32
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,
THE LENDER (EXCEPT ANY RESERVE REQUIREMENT REFLECTED IN THE EURODOLLAR RATE) OR
THE L/C ISSUER;
(II)
SUBJECT THE LENDER OR THE L/C ISSUER TO ANY TAX OF ANY KIND
WHATSOEVER WITH RESPECT TO THIS AGREEMENT, ANY LETTER OF CREDIT, ANY
PARTICIPATION IN A LETTER OF CREDIT OR ANY EURODOLLAR RATE LOAN MADE BY IT, OR
CHANGE THE BASIS OF TAXATION OF PAYMENTS TO THE LENDER OR THE L/C ISSUER 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 THE LENDER OR THE L/C ISSUER); OR
(III)
IMPOSE ON THE LENDER OR THE L/C ISSUER OR THE LONDON INTERBANK
MARKET ANY OTHER CONDITION, COST OR EXPENSE AFFECTING THIS AGREEMENT OR
EURODOLLAR RATE LOANS MADE BY THE LENDER OR