OR MAINTAINING THE LOANS, THE
LETTER OF CREDIT ACCOMMODATIONS OR ITS COMMITMENT, THEN BORROWERS AND GUARANTORS
SHALL FROM TIME TO TIME UPON DEMAND BY ADMINISTRATIVE AGENT PAY TO
ADMINISTRATIVE AGENT ADDITIONAL AMOUNTS SUFFICIENT TO INDEMNIFY LENDERS AGAINST
SUCH INCREASED COST ON AN AFTER-TAX BASIS (AFTER TAKING INTO ACCOUNT APPLICABLE
DEDUCTIONS AND CREDITS IN RESPECT OF THE AMOUNT INDEMNIFIED).
A CERTIFICATE AS
TO THE AMOUNT OF SUCH INCREASED COST SHALL BE SUBMITTED TO LEAD BORROWER BY
ADMINISTRATIVE AGENT AND SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
(B)
IF PRIOR TO THE FIRST DAY OF ANY INTEREST PERIOD, (I) ADMINISTRATIVE
AGENT SHALL HAVE DETERMINED IN GOOD FAITH (WHICH DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON BORROWERS AND GUARANTORS) THAT, BY REASON OF
CIRCUMSTANCES AFFECTING THE RELEVANT MARKET, ADEQUATE AND REASONABLE MEANS DO
NOT EXIST FOR ASCERTAINING THE EURODOLLAR RATE FOR SUCH INTEREST PERIOD, (II)
ADMINISTRATIVE AGENT HAS RECEIVED NOTICE FROM THE REQUIRED LENDERS THAT THE
EURODOLLAR RATE DETERMINED OR TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT
ADEQUATELY AND FAIRLY REFLECT THE COST TO LENDERS OF MAKING OR MAINTAINING
EURODOLLAR RATE LOANS DURING SUCH INTEREST PERIOD, OR (III) DOLLAR DEPOSITS IN
THE PRINCIPAL AMOUNTS OF THE EURODOLLAR RATE LOANS TO WHICH SUCH INTEREST PERIOD
IS TO BE APPLICABLE ARE NOT GENERALLY AVAILABLE IN THE LONDON INTERBANK MARKET,
ADMINISTRATIVE AGENT SHALL GIVE TELECOPY OR TELEPHONIC NOTICE THEREOF TO LEAD
BORROWER AS SOON AS PRACTICABLE THEREAFTER, AND WILL ALSO GIVE PROMPT WRITTEN
NOTICE TO LEAD BORROWER WHEN SUCH CONDITIONS NO LONGER EXIST.
IF SUCH NOTICE IS
GIVEN (A) ANY EURODOLLAR RATE LOANS REQUESTED TO BE MADE ON THE FIRST DAY OF
SUCH INTEREST PERIOD SHALL BE MADE AS BASE RATE LOANS, (B) ANY LOANS THAT WERE
TO HAVE BEEN CONVERTED ON THE FIRST DAY OF SUCH INTEREST PERIOD TO OR CONTINUED
AS EURODOLLAR RATE LOANS SHALL BE CONVERTED TO OR CONTINUED AS BASE RATE LOANS
AND (C) EACH OUTSTANDING EURODOLLAR RATE LOAN SHALL BE CONVERTED, ON THE LAST
DAY OF THE THEN-CURRENT INTEREST PERIOD THEREOF, TO BASE RATE LOANS.
UNTIL SUCH
NOTICE HAS BEEN WITHDRAWN BY ADMINISTRATIVE AGENT, NO FURTHER EURODOLLAR RATE
LOANS SHALL BE MADE OR CONTINUED AS SUCH, NOR SHALL ANY BORROWER HAVE THE RIGHT
TO CONVERT BASE RATE LOANS TO EURODOLLAR RATE LOANS.
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(C)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE ADOPTION OF OR ANY
CHANGE IN ANY LAW, TREATY, RULE OR REGULATION OR FINAL, NON-APPEALABLE
DETERMINATION OF AN ARBITRATOR OR A COURT OR OTHER GOVERNMENTAL AUTHORITY OR IN
THE INTERPRETATION OR APPLICATION THEREOF OCCURRING AFTER THE EFFECTIVE DATE
SHALL MAKE IT UNLAWFUL FOR ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE OR
MAINTAIN EURODOLLAR RATE LOANS AS CONTEMPLATED BY THIS AGREEMENT, (I)
ADMINISTRATIVE AGENT OR SUCH LENDER SHALL PROMPTLY GIVE WRITTEN NOTICE OF SUCH
CIRCUMSTANCES TO LEAD BORROWER (WHICH NOTICE SHALL BE WITHDRAWN WHENEVER SUCH
CIRCUMSTANCES NO LONGER EXIST), (II) THE COMMITMENT OF SUCH LENDER HEREUNDER TO
MAKE EURODOLLAR RATE LOANS, CONTINUE EURODOLLAR RATE LOANS AS SUCH AND CONVERT
BASE RATE LOANS TO EURODOLLAR RATE LOANS SHALL FORTHWITH BE