FOR
SUCH INTEREST ACCRUAL PERIOD WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO
SUCH LENDER (AS DETERMINED AND CERTIFIED BY SUCH LENDER) OF MAKING OR
MAINTAINING ADVANCES DURING SUCH INTEREST ACCRUAL PERIOD, SUCH LENDER SHALL GIVE
TELECOPY OR TELEPHONIC NOTICE THEREOF TO BORROWER AS SOON AS PRACTICABLE
THEREAFTER. IF SUCH NOTICE IS GIVEN, THE INTEREST RATE WITH RESPECT TO SUCH
ADVANCES FOR SUCH INTEREST ACCRUAL PERIOD, AND FOR ANY SUBSEQUENT INTEREST
ACCRUAL PERIODS UNTIL SUCH NOTICE HAS BEEN WITHDRAWN BY SUCH LENDER, SHALL BE A
PER ANNUM RATE (THE "ALTERNATIVE RATE") EQUAL TO A RATE DETERMINED BASED ON AN
INDEX APPROXIMATING THE BEHAVIOR OF LIBOR AS REASONABLY DETERMINED BY SUCH
LENDER.
(B)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE ADOPTION OF OR
ANY CHANGE IN ANY LEGAL REQUIREMENT OR IN THE INTERPRETATION OR APPLICATION
THEREOF SHALL MAKE IT UNLAWFUL FOR A LENDER TO EFFECT ADVANCES AS CONTEMPLATED
BY THE LOAN DOCUMENTS, (A) THE COMMITMENT OF SUCH LENDER HEREUNDER TO MAKE NEW
ADVANCES AND TO CONTINUE ADVANCES AS SUCH SHALL FORTHWITH BE CANCELED, AND
(B) THE ADVANCES THEN OUTSTANDING SHALL BE CONVERTED AUTOMATICALLY TO
ALTERNATIVE RATE ADVANCES ON THE LAST DAY OF THE THEN CURRENT INTEREST ACCRUAL
PERIOD OR WITHIN SUCH EARLIER PERIOD AS MAY BE REQUIRED BY LAW. IF ANY SUCH
CONVERSION OF AN
59
ADVANCE OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF THE THEN CURRENT INTEREST
ACCRUAL PERIOD WITH RESPECT TO SUCH ADVANCE, BORROWER SHALL PAY TO SUCH LENDER
SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO SECTION 3.19.
SECTION 3.21.
REQUIREMENTS OF LAW.
(A)
IF THE ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN
THE INTERPRETATION OR APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY OR
COMPLIANCE BY A LENDER WITH ANY DIRECTIVE FROM ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER SUCH LENDER MADE SUBSEQUENT TO
THE DATE HEREOF:
(I)
SHALL SUBJECT SUCH LENDER TO ANY TAX OF ANY KIND WHATSOEVER WITH
RESPECT TO THE LOAN DOCUMENTS OR ANY TRANSACTION, OR CHANGE THE BASIS OF
TAXATION OF PAYMENTS TO SUCH LENDER IN RESPECT THEREOF (EXCEPT FOR CHANGES IN
THE RATE OF TAX ON SUCH LENDER'S OVERALL NET INCOME);
(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 LIBOR
HEREUNDER; OR
(III)
SHALL IMPOSE ON SUCH LENDER ANY OTHER CONDITION;
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, continuing or
maintaining Advances or to reduce any amount receivable under the Loan Documents
in respect thereof; then, in any such case, Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such