DATE HEREOF, THE INTRODUCTION OF, OR ANY CHANGE IN ANY
APPLICABLE LAW, TREATY, RULE, REGULATION OR GUIDELINE OR IN THE INTERPRETATION
OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY OR ANY CENTRAL BANK OR
OTHER FISCAL, MONETARY OR OTHER AUTHORITY HAVING JURISDICTION OVER THE AGENT,
THE LENDERS OR THEIR RESPECTIVE LENDING OFFICES (A "REGULATORY CHANGE"), SHALL,
IN THE OPINION OF COUNSEL TO THE AGENT OR THE LENDERS, MAKE IT UNLAWFUL FOR THE
AGENT OR THE LENDERS TO MAKE OR MAINTAIN INDEX LOANS, THEN THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY THE LEAD BORROWER AND (A) THE INDEX LOANS SHALL
IMMEDIATELY CONVERT TO BASE MARGIN LOANS ON THE LAST BUSINESS DAY OF THE THEN
EXISTING INTEREST PERIOD OR ON SUCH EARLIER DATE AS REQUIRED BY LAW AND (B) NO
ADDITIONAL INDEX LOANS SHALL BE MADE UNTIL SUCH CIRCUMSTANCE IS CURED.
(D)
IF, FOR ANY REASON, AN INDEX LOAN IS PAID PRIOR TO THE LAST BUSINESS DAY
OF ANY INTEREST PERIOD OR IF AN INDEX LOAN DOES NOT OCCUR ON A DATE SPECIFIED BY
THE LEAD BORROWER IN ITS REQUEST (OTHER THAN AS A RESULT OF A DEFAULT BY THE
AGENT OR THE LENDERS), THE BORROWERS AGREE TO INDEMNIFY THE AGENT AND THE
LENDERS AGAINST ANY LOSS (INCLUDING ANY LOSS ON REDEPLOYMENT OF THE DEPOSITS OR
OTHER FUNDS ACQUIRED BY THE AGENT OR THE LENDERS TO FUND OR MAINTAIN SUCH INDEX
RATE LOAN) COST OR EXPENSE INCURRED BY THE AGENT OR THE LENDERS AS A RESULT OF
SUCH PREPAYMENT OR FAILURE TO OCCUR.
(E)
IF ANY REGULATORY CHANGE (WHETHER OR NOT HAVING THE FORCE OF LAW) SHALL
(A) IMPOSE, MODIFY OR DEEM APPLICABLE ANY ASSESSMENT, RESERVE, SPECIAL DEPOSIT
OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, OR DEPOSITS IN OR FOR THE ACCOUNT
OF OR LOANS BY, OR ANY OTHER ACQUISITION OF FUNDS OR DISBURSEMENTS BY, THE AGENT
OR THE LENDERS; (B) SUBJECT THE AGENT, THE LENDERS OR THE INDEX LOANS TO ANY TAX
OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO THE AGENT OR THE LENDERS OF
PRINCIPAL OR INTEREST DUE FROM THE BORROWERS TO THE AGENT OR THE LENDERS
HEREUNDER (OTHER THAN A CHANGE IN THE TAXATION OF THE OVERALL NET INCOME OF THE
AGENT OR THE LENDERS); OR (C) IMPOSE ON THE AGENT OR THE LENDERS ANY OTHER
CONDITION REGARDING THE INDEX LOANS OR THE AGENT'S OR LENDERS' FUNDING THEREOF,
AND THE ADMINISTRATIVE AGENT OR LENDERS SHALL DETERMINE (WHICH DETERMINATION
SHALL BE CONCLUSIVE) THAT THE RESULT OF THE FOREGOING IS TO INCREASE THE COST TO
THE AGENT OR THE LENDERS OF MAKING OR MAINTAINING THE INDEX LOANS OR TO REDUCE
THE AMOUNT OF PRINCIPAL OR INTEREST RECEIVED BY THE AGENT OR LENDERS HEREUNDER,
THEN THE BORROWERS SHALL PAY TO THE AGENT OR THE LENDERS, ON DEMAND, SUCH
ADDITIONAL AMOUNTS AS THE ADMINISTRATIVE AGENT OR THE LENDERS SHALL, FROM TIME
TO TIME, DETERMINE ARE SUFFICIENT TO COMPENSATE AND INDEMNIFY THE AGENT OR
LENDERS FROM SUCH INCREASED COST OR REDUCED AMOUNT.
EACH LENDER WILL USE
REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE