BE APPLIED INSTEAD TO ITS PRIME
RATE LOANS; AND
(B)
ALL LOANS WHICH WOULD OTHERWISE BE MADE OR CONTINUED BY SUCH
LENDER AS EURODOLLAR LOANS SHALL BE MADE AS OR CONVERTED INTO PRIME RATE LOANS
AND ALL LOANS OF SUCH LENDER WHICH WOULD OTHERWISE BE CONVERTED INTO EURODOLLAR
LOANS SHALL BE CONVERTED INSTEAD INTO (OR SHALL REMAIN AS) PRIME RATE LOANS.
If such Lender gives notice to F.Y.I. (with a copy to the Administrative Agent)
that the circumstances specified in Section 4.1 or 4.3 hereof which gave rise to
the Conversion of such Lender's Eurodollar Loans pursuant to this Section 4.4 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurodollar Loans are outstanding, such Lender's
Prime Rate Loans shall be automatically Converted, on the first day(s) of the
next succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the
extent necessary so that, after giving effect thereto, all Loans held by the
Lenders holding Eurodollar Loans and by such Lender are held pro rata (as to
principal amounts, Types and Interest Periods) in accordance with their
respective Commitments.
SECTION 4.5
COMPENSATION. F.Y.I. SHALL PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH LENDER, PROMPTLY UPON THE REQUEST OF SUCH LENDER
THROUGH THE ADMINISTRATIVE AGENT, SUCH AMOUNT OR AMOUNTS AS SHALL BE SUFFICIENT
(IN THE REASONABLE OPINION OF SUCH LENDER) TO COMPENSATE IT FOR ANY LOSS, COST
OR EXPENSE INCURRED BY IT AS A RESULT OF:
(A)
ANY PAYMENT, PREPAYMENT OR CONVERSION OF A EURODOLLAR LOAN FOR ANY
REASON (INCLUDING, WITHOUT LIMITATION, THE ACCELERATION OF THE OUTSTANDING LOANS
PURSUANT TO SECTION 11.2) ON A DATE OTHER THAN THE LAST DAY OF AN INTEREST
PERIOD FOR SUCH LOAN; OR
(B)
ANY FAILURE BY F.Y.I. FOR ANY REASON (INCLUDING, WITHOUT
LIMITATION, THE FAILURE OF ANY CONDITIONS PRECEDENT SPECIFIED IN ARTICLE 6 TO BE
SATISFIED) TO BORROW, CONVERT OR PREPAY A EURODOLLAR LOAN ON THE DATE FOR SUCH
BORROWING, CONVERSION OR PREPAYMENT SPECIFIED IN THE RELEVANT NOTICE OF
BORROWING, PREPAYMENT OR CONVERSION UNDER THIS AGREEMENT.
SECTION 4.6
CAPITAL ADEQUACY.
IF, AFTER THE CLOSING DATE, ANY
LENDER SHALL HAVE DETERMINED THAT THE ADOPTION OR IMPLEMENTATION OF ANY
APPLICABLE LAW, RULE OR REGULATION REGARDING CAPITAL ADEQUACY (INCLUDING,
WITHOUT LIMITATION, ANY LAW, RULE OR REGULATION IMPLEMENTING THE BASLE ACCORD),
OR ANY CHANGE THEREIN, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION
THEREOF BY ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY CHARGED WITH THE
INTERPRETATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY SUCH LENDER (OR ITS
PARENT) WITH ANY GUIDELINE, REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY
(WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY (INCLUDING, WITHOUT LIMITATION, ANY GUIDELINE OR OTHER
REQUIREMENT IMPLEMENTING THE BASLE ACCORD), HAS OR WOULD HAVE THE EFFECT OF
REDUCING THE RATE OF RETURN ON SUCH LENDER'S (OR ITS PARENT'S) CAPITAL AS A
CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY
TO A LEVEL BELOW THAT WHICH SUCH LENDER (OR ITS PARENT)