> AGENT FOR U.S. DOLLAR DEPOSITS OF A COMPARABLE AMOUNT FOR THE RELEVANT PERIOD
> (SUCH AS FOR EXAMPLE, BUT NOT LIMITED TO, OFFICIAL RESERVE REQUIREMENTS
> REQUIRED BY REGULATION D TO THE EXTENT NOT GIVEN EFFECT IN DETERMINING THE
> RATE), THE AGENT SHALL PROMPTLY NOTIFY THE LEAD BORROWER AND (1) ALL EXISTING
> INDEX LOANS SHALL CONVERT TO BASE RATE LOANS UPON THE END OF THE APPLICABLE
> INTEREST PERIOD, AND (2) NO ADDITIONAL INDEX LOANS SHALL BE MADE UNTIL SUCH
> CIRCUMSTANCES ARE CURED.
>
>
> (C)
IF, AFTER THE 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 AGENT
> SHALL PROMPTLY NOTIFY THE LEAD BORROWER AND (A) THE INDEX LOANS SHALL
> IMMEDIATELY CONVERT TO BASE RATE 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.
>
>
> (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