PERIOD THEREOF) BE CONVERTED INTO A BASE
RATE LOAN.
SECTION 2.16
BREAKAGE COSTS; INCREASED COSTS; CAPITAL REQUIREMENTS.
(A)
BREAKAGE COSTS.
THE BORROWER SHALL COMPENSATE EACH LENDER, UPON DEMAND
FROM SUCH LENDER TO SUCH BORROWER (WITH COPY TO THE ADMINISTRATIVE AGENT), FOR
ALL LIABILITIES (INCLUDING, IN EACH CASE, THOSE INCURRED BY REASON OF THE
LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY SUCH LENDER
TO PREPARE TO FUND, TO FUND OR TO MAINTAIN THE EURODOLLAR RATE LOANS OF SUCH
LENDER TO THE BORROWER BUT EXCLUDING ANY LOSS OF THE APPLICABLE MARGIN ON THE
RELEVANT LOANS) THAT SUCH LENDER MAY INCUR (A) TO THE EXTENT, FOR ANY REASON
OTHER THAN SOLELY BY REASON OF SUCH LENDER BEING A NON-FUNDING LENDER, A
PROPOSED BORROWING, CONVERSION INTO OR CONTINUATION OF EURODOLLAR RATE LOANS
DOES NOT OCCUR ON A DATE SPECIFIED THEREFOR IN A NOTICE OF BORROWING OR A NOTICE
OF CONVERSION OR CONTINUATION OR IN A SIMILAR REQUEST MADE BY TELEPHONE BY THE
BORROWER, (B) TO THE EXTENT ANY EURODOLLAR RATE LOAN IS PAID (WHETHER THROUGH A
SCHEDULED, OPTIONAL OR MANDATORY PREPAYMENT) OR CONVERTED TO A BASE RATE LOAN
(INCLUDING BECAUSE OF SECTION 2.15) ON A DATE THAT IS NOT THE LAST DAY OF THE
APPLICABLE INTEREST PERIOD OR (C) AS A CONSEQUENCE OF ANY FAILURE BY THE
BORROWER TO REPAY EURODOLLAR RATE LOANS WHEN REQUIRED BY THE TERMS HEREOF.
FOR
PURPOSES OF THIS CLAUSE (A), EACH LENDER SHALL BE DEEMED TO HAVE FUNDED EACH
EURODOLLAR RATE LOAN MADE BY IT USING A MATCHING DEPOSIT OR OTHER BORROWING IN
THE LONDON INTERBANK MARKET.
(B)
INCREASED COSTS.
IF AT ANY TIME ANY LENDER OR L/C ISSUER
DETERMINES IN GOOD FAITH THAT, AFTER THE DATE HEREOF, THE ADOPTION OF, OR ANY
CHANGE IN OR IN THE INTERPRETATION, APPLICATION OR ADMINISTRATION OF, OR
COMPLIANCE WITH, ANY REQUIREMENT OF LAW (OTHER THAN ANY IMPOSITION OR INCREASE
OF EURODOLLAR RESERVE REQUIREMENTS) FROM ANY GOVERNMENTAL AUTHORITY SHALL HAVE
THE EFFECT OF (I) INCREASING THE COST TO SUCH LENDER OF MAKING, FUNDING OR
MAINTAINING ANY EURODOLLAR RATE LOAN OR TO AGREE TO DO SO OR OF PARTICIPATING,
OR AGREEING TO PARTICIPATE, IN EXTENSIONS OF CREDIT, (II) INCREASING THE COST TO
SUCH L/C ISSUER OF ISSUING OR MAINTAINING ANY LETTER OF CREDIT OR OF AGREEING TO
DO SO OR (III) IMPOSING ANY OTHER COST TO SUCH LENDER OR L/C ISSUER WITH RESPECT
TO COMPLIANCE WITH ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT, THEN, UPON DEMAND BY
SUCH LENDER OR L/C ISSUER (WITH COPY TO THE ADMINISTRATIVE AGENT), THE BORROWER
SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER OR L/C
ISSUER AMOUNTS SUFFICIENT TO COMPENSATE SUCH LENDER OR L/C ISSUER FOR SUCH
INCREASED COST.
ANY AMOUNTS PAYABLE UNDER THIS SECTION SHALL BE WITHOUT
DUPLICATION OF ANY AMOUNTS PAYABLE IN RESPECT OF TAXES UNDER SECTION 2.17.
(C)
INCREASED CAPITAL REQUIREMENTS.
IF AT ANY TIME ANY LENDER OR
L/C ISSUER DETERMINES IN GOOD FAITH THAT, AFTER THE DATE HEREOF, THE ADOPTION
OF, OR ANY CHANGE IN OR IN THE INTERPRETATION,