STATES; PROVIDED, HOWEVER, THAT SHOULD A BANK, WHICH IS OTHERWISE
EXEMPT FROM OR SUBJECT TO A REDUCED RATE OF WITHHOLDING TAX, BECOME SUBJECT TO
NON-EXCLUDED TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER,
THE BORROWER SHALL TAKE SUCH STEPS AS SUCH BANK SHALL REASONABLY REQUEST TO
ASSIST SUCH BANK TO RECOVER SUCH TAXES SO LONG AS THE BORROWER SHALL INCUR NO
COST OR LIABILITY AS A RESULT THEREOF.
(H)
IF THE BORROWER IS REQUIRED TO PAY
ADDITIONAL AMOUNTS TO OR FOR THE ACCOUNT OF ANY BANK PURSUANT TO THIS
SECTION 8.4, THEN SUCH BANK WILL CHANGE THE JURISDICTION OF ITS APPLICABLE
LENDING OFFICE SO AS TO ELIMINATE OR REDUCE ANY SUCH ADDITIONAL PAYMENT WHICH
MAY THEREAFTER ACCRUE IF SUCH CHANGE, IN THE REASONABLE JUDGMENT OF SUCH BANK,
IS NOT OTHERWISE DISADVANTAGEOUS TO SUCH BANK.
(I)
IF AT ANY TIME, ANY BANK HAS DEMANDED
COMPENSATION PURSUANT TO SECTION 8.3 OR SECTION 8.4 OR THE OBLIGATION OF SUCH
BANK OF MAKE EURO-CURRENCY LOANS HAS BEEN SUSPENDED PURSUANT TO SECTION 8.2, IN
ANY SUCH CASE, THE BORROWER SHALL HAVE THE RIGHT, UPON FIVE (5) BUSINESS DAY'S
NOTICE TO THE ADMINISTRATIVE AGENT TO EITHER (X) CAUSE A QUALIFIED INSTITUTION,
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, TO OFFER TO PURCHASE THE
COMMITMENTS OF SUCH BANK FOR AN AMOUNT EQUAL TO SUCH BANK'S OUTSTANDING LOANS
PLUS ACCRUED INTEREST, FEES AND OTHER AMOUNTS DUE TO SUCH BANK, AND TO BECOME A
BANK HEREUNDER, OR TO OBTAIN THE AGREEMENT OF
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ONE OR MORE EXISTING BANKS TO OFFER TO PURCHASE THE COMMITMENTS OF SUCH BANK FOR
SUCH AMOUNT, WHICH OFFER SUCH BANK IS HEREBY REQUIRED TO ACCEPT, OR (Y) TO REPAY
IN FULL ALL LOANS THEN OUTSTANDING OF SUCH BANK, TOGETHER WITH INTEREST AND ALL
OTHER AMOUNTS DUE THEREON, UPON WHICH EVENT, SUCH BANK'S COMMITMENT SHALL BE
DEEMED TO BE CANCELED PURSUANT TO SECTION 2.9(C).
Section 8.5. Base Rate Loans Substituted for Affected Euro-Currency Loans. If
(i) the obligation of any Bank to make Euro-Currency Loans has been suspended
pursuant to Section 8.2 or (ii) any Bank has demanded compensation under
Section 8.3 or Section 8.4 with respect to its Euro-Currency Loans and the
Borrower shall, by at least five Business Days' prior notice to such Bank
through the Administrative Agent, have elected that the provisions of this
Section shall apply to such Bank, then, unless and until such Bank notifies the
Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer exist:
(A)
THE BORROWER SHALL BE DEEMED TO HAVE
DELIVERED A NOTICE OF INTEREST RATE ELECTION WITH RESPECT TO SUCH AFFECTED
EURO-CURRENCY LOANS AND THEREAFTER ALL LOANS WHICH WOULD OTHERWISE BE MADE BY
SUCH BANK TO THE BORROWER AS EURO-CURRENCY LOANS SHALL BE MADE INSTEAD AS BASE
RATE LOANS; AND
(B)
AFTER EACH OF ITS EURO-CURRENCY LOANS HAS
BEEN REPAID, ALL PAYMENTS OF PRINCIPAL WHICH WOULD OTHERWISE BE APPLIED TO REPAY
SUCH EURO-CURRENCY LOANS SHALL BE APPLIED TO REPAY ITS BASE RATE LOANS INSTEAD;
AND
(C)
THE