AND BINDING UPON ALL PARTIES, DUE TO CHANGES IN CIRCUMSTANCES SINCE
THE DATE HEREOF, ADEQUATE AND FAIR MEANS DO NOT EXIST FOR DETERMINING THE
EURODOLLAR RATE OR SUCH RATE WILL NOT ACCURATELY REFLECT THE COSTS TO THE BANKS
OF FUNDING EURODOLLAR LOAN FOR SUCH INTEREST PERIOD, THE AGENT SHALL GIVE NOTICE
OF SUCH DETERMINATION TO THE BORROWER AND THE BANKS, WHEREUPON, UNTIL THE AGENT
NOTIFIES THE BORROWER AND THE BANKS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH
SUSPENSION NO LONGER EXIST, THE OBLIGATIONS OF THE BANKS TO MAKE, CONTINUE OR
CONVERT LOAN INTO EURODOLLAR LOAN SHALL BE SUSPENDED, AND ALL LOANS TO BORROWER
SHALL BE BASE RATE LOAN DURING THE PERIOD OF SUSPENSION.
(B)
CHANGE IN LAWS.
IF AT ANY TIME ANY NEW LAW OR ANY CHANGE IN
EXISTING LAWS OR IN THE INTERPRETATION OF ANY NEW OR EXISTING LAWS SHALL MAKE IT
UNLAWFUL FOR ANY BANK TO MAKE OR CONTINUE TO MAINTAIN OR FUND EURODOLLAR LOANS
HEREUNDER, THEN SUCH BANK SHALL PROMPTLY NOTIFY BORROWER IN WRITING AND SUCH
BANK'S OBLIGATION TO MAKE, CONTINUE OR CONVERT LOANS INTO EURODOLLAR LOANS UNDER
THIS AGREEMENT SHALL BE SUSPENDED UNTIL IT IS NO LONGER UNLAWFUL FOR SUCH BANK
TO MAKE OR MAINTAIN EURODOLLAR LOANS.
UPON RECEIPT OF SUCH NOTICE, BORROWER
SHALL EITHER REPAY THE OUTSTANDING EURODOLLAR LOANS OWED TO SUCH BANK, WITHOUT
PENALTY, ON THE LAST DAY OF THE CURRENT INTEREST PERIODS (OR, IF ANY BANK MAY
NOT LAWFULLY CONTINUE TO MAINTAIN AND FUND SUCH EURODOLLAR LOANS, IMMEDIATELY),
OR BORROWER MAY CONVERT SUCH EURODOLLAR LOANS AT SUCH APPROPRIATE TIME TO BASE
RATE LOAN.
(C)
INCREASED COST OR REDUCED RETURN.
(I)
IF, AFTER THE DATE HEREOF, THE ADOPTION OF ANY APPLICABLE LAW,
RULE, OR REGULATION, OR ANY CHANGE IN ANY APPLICABLE LAW, RULE, OR REGULATION,
OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY, CENTRAL BANK, OR COMPARABLE AGENCY CHARGED WITH THE
INTERPRETATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY BANK WITH ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH
GOVERNMENTAL AUTHORITY, CENTRAL BANK, OR COMPARABLE AGENCY:
-17-
(A)
shall subject such Bank to any tax, duty, or other charge with
respect to any Eurodollar Loan, its Notes, or its obligation to make Eurodollar
Loan, or change the basis of taxation of any amounts payable to such Bank under
this Agreement or its Notes in respect of any Eurodollar Loan (other than
franchise taxes and taxes imposed on the overall net income of such Bank);
(B)
shall impose, modify, or deem applicable any reserve, special
deposit, assessment, or similar requirement (other than reserve requirements, if
any, taken into account in the determination of the Eurodollar Rate) relating to
any extensions of credit or other assets of, or any deposits with or other
liabilities or commitments of, such Bank, including the Commitment of such Bank
hereunder; or
(C)
shall impose on such Bank or on the London interbank market any
other condition affecting this Agreement or its Notes or any of such extensions