OF LAW OR IN THE INTERPRETATION OR
APPLICATION THEREOF OCCURRING AFTER THE CLOSING DATE SHALL MAKE IT UNLAWFUL FOR
ANY LENDER TO MAKE OR MAINTAIN ANY EURODOLLAR LOANS (A) SUCH LENDER SHALL
PROMPTLY GIVE WRITTEN NOTICE OF SUCH CIRCUMSTANCES TO THE BORROWER AND THE
ADMINISTRATIVE AGENT (WHICH NOTICE SHALL BE WITHDRAWN WHENEVER SUCH
CIRCUMSTANCES NO LONGER EXIST), (B) THE COMMITMENT OF SUCH LENDER HEREUNDER TO
MAKE EURODOLLAR LOANS, CONTINUE EURODOLLAR LOANS AS SUCH AND CONVERT AN ABR LOAN
TO A EURODOLLAR LOAN SHALL FORTHWITH BE CANCELLED AND, UNTIL SUCH TIME AS IT
SHALL NO LONGER BE UNLAWFUL FOR SUCH LENDER TO MAKE OR MAINTAIN EURODOLLAR
LOANS, SUCH LENDER SHALL THEN HAVE A COMMITMENT ONLY TO MAKE AN ABR LOAN WHEN A
IS REQUESTED AND (C) 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. IF ANY SUCH CONVERSION OR PREPAYMENT OF
A EURODOLLAR LOAN OCCURS ON A DAY WHICH IS NOT THE
LAST DAY OF THE THEN CURRENT
INTEREST PERIOD WITH RESPECT THERETO, THE BORROWER SHALL PAY TO SUCH LENDER SUCH
AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO SUBSECTION 4.12.
4.10.
REQUIREMENTS OF LAW.
(A)
IF THE ADOPTION OF OR ANY CHANGE IN ANY
REQUIREMENT OF LAW OR IN THE INTERPRETATION OR APPLICATION THEREOF APPLICABLE TO
ANY LENDER, 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, IN EACH CASE MADE SUBSEQUENT TO THE CLOSING DATE (OR, IF LATER, THE
DATE ON WHICH SUCH LENDER BECOMES A LENDER):
(I)
SHALL SUBJECT SUCH LENDER TO ANY TAX OF ANY KIND WHATSOEVER WITH
RESPECT TO ANY LETTER OF CREDIT, ANY APPLICATION OR ANY EURODOLLAR LOANS MADE OR
MAINTAINED BY IT OR ITS OBLIGATION TO MAKE OR MAINTAIN EURODOLLAR LOANS, OR
CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH LENDER IN RESPECT THEREOF
(EXCEPT FOR NON-EXCLUDED TAXES COVERED BY SUBSECTION 4.11 (INCLUDING
NON-EXCLUDED TAXES IMPOSED SOLELY BY REASON OF ANY FAILURE OF SUCH LENDER TO
COMPLY WITH ITS OBLIGATIONS (IF ANY) UNDER SUBSECTION 4.11(B) OR 4.11(C) OR WITH
RESPECT TO FEES PAID UNDER THIS AGREEMENT) AND CHANGES IN TAXES MEASURED BY OR
IMPOSED UPON THE OVERALL NET INCOME, OR FRANCHISE TAXES, OR TAXES MEASURED BY OR
IMPOSED UPON OVERALL CAPITAL OR NET WORTH, OR BRANCH TAXES (IN THE CASE OF SUCH
CAPITAL, NET WORTH OR BRANCH TAXES, IMPOSED IN LIEU OF SUCH NET INCOME TAX), OF
SUCH LENDER OR ITS APPLICABLE LENDING OFFICE, BRANCH, OR ANY AFFILIATE THEREOF);
(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