EURODOLLAR RATE LOANS, OR TO DETERMINE OR CHARGE INTEREST RATES BASED UPON
THE EURODOLLAR RATE, OR ANY GOVERNMENTAL AUTHORITY HAS IMPOSED MATERIAL
RESTRICTIONS ON THE AUTHORITY OF SUCH LENDER TO PURCHASE OR SELL, OR TO TAKE
DEPOSITS OF, DOLLARS IN THE LONDON INTERBANK MARKET, THEN, ON NOTICE THEREOF BY
SUCH LENDER TO THE BORROWER THROUGH THE ADMINISTRATIVE AGENT, ANY OBLIGATION OF
SUCH LENDER TO MAKE OR CONTINUE EURODOLLAR RATE LOANS SHALL BE SUSPENDED UNTIL
SUCH LENDER NOTIFIES THE ADMINISTRATIVE AGENT AND THE BORROWER THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH DETERMINATION NO LONGER EXIST.
UPON RECEIPT
OF SUCH NOTICE, THE BORROWER SHALL, UPON DEMAND FROM SUCH LENDER (WITH A COPY TO
THE ADMINISTRATIVE AGENT), PREPAY OR, IF APPLICABLE, CONVERT ALL EURODOLLAR RATE
LOANS OF SUCH LENDER TO LOANS BEARING INTEREST AT THE MINIMUM RATE IN EFFECT AT
SUCH TIME, EITHER ON THE LAST DAY OF THE INTEREST PERIOD THEREFOR, IF SUCH
LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH EURODOLLAR RATE LOANS TO SUCH DAY,
OR IMMEDIATELY, IF SUCH LENDER MAY NOT LAWFULLY CONTINUE TO MAINTAIN SUCH
EURODOLLAR RATE LOANS.
UPON ANY SUCH PREPAYMENT OR CONVERSION, THE BORROWER
SHALL ALSO PAY ACCRUED INTEREST ON THE AMOUNT SO PREPAID OR CONVERTED.
3.03
INABILITY TO DETERMINE RATES.
IF THE REQUIRED LENDERS DETERMINE
THAT FOR ANY REASON IN CONNECTION WITH ANY EURODOLLAR RATE LOANS THAT (A) DOLLAR
DEPOSITS ARE NOT BEING OFFERED TO BANKS IN THE LONDON INTERBANK EURODOLLAR
MARKET FOR THE APPLICABLE AMOUNT AND INTEREST PERIOD OF SUCH EURODOLLAR RATE
LOANS, (B) ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR DETERMINING THE
EURODOLLAR RATE FOR ANY INTEREST PERIOD WITH RESPECT TO A EURODOLLAR RATE LOAN,
OR (C) THE EURODOLLAR RATE FOR ANY INTEREST PERIOD WITH RESPECT TO A EURODOLLAR
RATE LOAN DOES NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS OF
FUNDING SUCH LOAN, THE ADMINISTRATIVE AGENT WILL PROMPTLY SO NOTIFY THE BORROWER
AND EACH LENDER.
IN SUCH EVENT, THE RATE OF INTEREST FOR THE APPLICABLE
INTEREST PERIOD SHALL BE THE MINIMUM RATE IN EFFECT AT SUCH TIME.
THEREAFTER,
THE OBLIGATION OF THE LENDERS TO MAKE OR CONTINUE EURODOLLAR RATE LOANS SHALL BE
SUSPENDED UNTIL THE ADMINISTRATIVE AGENT (UPON THE INSTRUCTION OF THE REQUIRED
LENDERS) REVOKES SUCH NOTICE.
3.04
INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.
(A)
INCREASED COSTS GENERALLY.
IF ANY CHANGE IN LAW SHALL:
(I)
IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT,
COMPULSORY LOAN, INSURANCE CHARGE OR SIMILAR REQUIREMENT AGAINST ASSETS OF,
DEPOSITS WITH
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OR FOR THE ACCOUNT OF, OR CREDIT EXTENDED OR PARTICIPATED IN BY, ANY LENDER
(EXCEPT ANY RESERVE REQUIREMENT CONTEMPLATED BY SECTION 3.04(E));
(II)
SUBJECT ANY LENDER TO ANY TAX OF ANY KIND WHATSOEVER WITH RESPECT
TO THIS AGREEMENT OR ANY EURODOLLAR RATE LOAN MADE BY IT, OR CHANGE THE BASIS OF
TAXATION OF PAYMENTS TO SUCH LENDER IN RESPECT THEREOF (EXCEPT FOR INDEMNIFIED
TAXES OR OTHER TAXES COVERED BY SECTION 3.01 AND THE IMPOSITION OF, OR ANY
CHANGE IN THE RATE OF, ANY EXCLUDED TAX PAYABLE BY SUCH LENDER); OR
(III)