("AFFECTED LOANS"), (A) SUCH LENDER SHALL PROMPTLY GIVE WRITTEN NOTICE
OF SUCH CIRCUMSTANCES TO THE BORROWER AND THE ADMINISTRATIVE AGENT (WHICH NOTICE
SHALL BE WITHDRAWN WHENEVER SUCH CIRCUMSTANCES NO LONGER EXIST), (B) THE
COMMITMENT OF SUCH LENDER HEREUNDER TO MAKE AFFECTED LOANS SHALL FORTHWITH BE
CANCELLED AND, UNTIL SUCH TIME AS IT SHALL NO LONGER BE UNLAWFUL FOR SUCH LENDER
TO MAKE OR MAINTAIN SUCH AFFECTED LOANS, SUCH LENDER SHALL THEN HAVE A
COMMITMENT ONLY TO MAKE AN ABR LOAN WHEN AN AFFECTED LOAN IS REQUESTED AND (C)
SUCH LENDER'S LOANS THEN OUTSTANDING AS AFFECTED LOANS, IF ANY, SHALL BE
CONVERTED AUTOMATICALLY TO ABR LOANS ON THE RESPECTIVE LAST DAYS OF THE THEN
CURRENT INTEREST PERIODS WITH RESPECT TO SUCH LOANS OR WITHIN SUCH EARLIER
PERIOD AS REQUIRED BY LAW.
IF ANY SUCH CONVERSION OF AN AFFECTED LOAN OCCURS ON
A DAY WHICH IS NOT THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT
THERETO, THE BORROWER SHALL PAY TO SUCH LENDER SUCH AMOUNTS, IF ANY, AS MAY BE
REQUIRED PURSUANT TO SUBSECTION 3.12.
3.10
REQUIREMENTS OF LAW.
(A)
IF THE ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN
THE INTERPRETATION OR APPLICATION THEREOF APPLICABLE TO ANY LENDER, OR
COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING
THE FORCE OF LAW) FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY, IN EACH
CASE MADE SUBSEQUENT TO THE CLOSING DATE (OR, IF LATER, THE DATE ON WHICH SUCH
LENDER BECOMES A LENDER):
(I)
SHALL SUBJECT SUCH LENDER TO ANY TAX OF ANY KIND WHATSOEVER WITH
RESPECT TO ANY EUROCURRENCY LOAN MADE OR MAINTAINED BY IT OR ITS OBLIGATION TO
MAKE OR MAINTAIN EUROCURRENCY LOANS, OR CHANGE THE BASIS OF TAXATION OF PAYMENTS
TO SUCH LENDER IN RESPECT THEREOF, IN EACH CASE EXCEPT FOR NON-EXCLUDED TAXES
AND TAXES MEASURED BY OR IMPOSED UPON THE OVERALL NET INCOME, OR FRANCHISE
TAXES, OR TAXES MEASURED BY OR IMPOSED UPON OVERALL CAPITAL OR NET WORTH, OR
BRANCH TAXES (IN THE CASE OF SUCH CAPITAL, NET WORTH OR BRANCH TAXES, IMPOSED IN
LIEU OF SUCH NET INCOME TAX), OF SUCH LENDER OR ITS APPLICABLE LENDING OFFICE,
BRANCH, OR ANY AFFILIATE THEREOF;
(II)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, DEPOSITS
OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, ADVANCES, LOANS OR OTHER
EXTENSIONS OF CREDIT BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF
SUCH LENDER WHICH IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF THE
EUROCURRENCY RATE HEREUNDER; OR
(III)
SHALL IMPOSE ON SUCH LENDER ANY OTHER CONDITION (EXCLUDING ANY
TAX OF ANY KIND WHATSOEVER);
and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining
58
Eurocurrency Loans or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, upon notice to