A RATE EQUAL TO THE DAILY AVERAGE FEDERAL FUNDS EFFECTIVE
RATE FOR THE PERIOD UNTIL SUCH LENDER MAKES SUCH AMOUNT IMMEDIATELY AVAILABLE TO
THE ADMINISTRATIVE AGENT.
A CERTIFICATE OF THE ADMINISTRATIVE AGENT SUBMITTED
TO ANY LENDER WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS SECTION 2.12(B) SHALL
BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
IF SUCH LENDER'S SHARE OF THE
BORROWING IS NOT MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY SUCH LENDER
WITHIN THREE BUSINESS DAYS OF SUCH BORROWING DATE, THE ADMINISTRATIVE AGENT
SHALL ALSO BE ENTITLED TO RECOVER SUCH AMOUNT WITH INTEREST THEREON AT THE RATE
PER ANNUM APPLICABLE TO ABR LOANS HEREUNDER, ON DEMAND, FROM THE BORROWER.
2.13.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE
ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR
APPLICATION THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN
EURODOLLAR LOANS AS CONTEMPLATED BY THIS AGREEMENT, (A) THE COMMITMENT OF SUCH
LENDER HEREUNDER TO MAKE EURODOLLAR LOANS, CONTINUE EURODOLLAR LOANS AS SUCH AND
CONVERT ABR LOANS TO EURODOLLAR LOANS SHALL FORTHWITH BE CANCELLED AND (B) SUCH
LENDER'S LOANS THEN OUTSTANDING AS EURODOLLAR LOANS, IF ANY, SHALL BE CONVERTED
AUTOMATICALLY TO ABR LOANS ON THE RESPECTIVE LAST DAYS OF THE THEN CURRENT
INTEREST PERIODS WITH RESPECT TO SUCH LOANS OR WITHIN SUCH EARLIER PERIOD AS
REQUIRED BY LAW.
2.14.
REQUIREMENTS OF LAW.
(a)
If the adoption of or any change in any Requirement of Law
applicable to any Lender or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the Closing Date:
13
(I)
SHALL SUBJECT ANY LENDER TO ANY TAX OF ANY KIND WHATSOEVER WITH
RESPECT TO THIS AGREEMENT OR ANY EURODOLLAR LOAN MADE BY IT, OR CHANGE THE BASIS
OF TAXATION OF PAYMENTS TO SUCH LENDER IN RESPECT THEREOF (EXCEPT FOR TAXES
COVERED BY SECTION 2.15 AND NET INCOME TAXES AND FRANCHISE TAXES IMPOSED IN LIEU
OF INCOME TAXES);
(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 PURSUANT TO SECTION 2.14(C) IN THE
DETERMINATION OF THE EURODOLLAR RATE; 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, converting into,
continuing or maintaining Eurodollar Loans, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender, upon its demand, any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount receivable.
If
any Lender