FOR ANY INCREASED COSTS OR REDUCTIONS INCURRED MORE THAN 90 DAYS
PRIOR TO THE DATE THAT SUCH CREDIT PARTY NOTIFIES THE BORROWERS OF THE
REGULATORY CHANGE GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS AND OF SUCH
CREDIT PARTY'S INTENTION TO CLAIM COMPENSATION THEREFOR.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
CREDIT AGREEMENT, IF, AFTER THE AGREEMENT DATE, ANY REGULATORY CHANGE SHALL MAKE
IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN ANY EURODOLLAR LOAN OR TO GIVE
EFFECT TO ITS OBLIGATIONS AS CONTEMPLATED HEREBY WITH RESPECT TO ANY EURODOLLAR
LOAN, THEN, BY WRITTEN NOTICE TO THE COMPANY AND TO THE ADMINISTRATIVE AGENT:
(I)
SUCH LENDER MAY DECLARE THAT EURODOLLAR
LOANS WILL NOT THEREAFTER (FOR THE DURATION OF SUCH UNLAWFULNESS) BE MADE BY
SUCH LENDER HEREUNDER (OR BE CONTINUED FOR ADDITIONAL INTEREST PERIODS) AND ABR
LOANS WILL NOT THEREAFTER (FOR SUCH DURATION) BE CONVERTED INTO EURODOLLAR
LOANS, WHEREUPON ANY REQUEST FOR A EURODOLLAR BORROWING OR TO CONVERT AN ABR
BORROWING TO A EURODOLLAR BORROWING OR TO CONTINUE A EURODOLLAR BORROWING, AS
APPLICABLE, FOR AN ADDITIONAL INTEREST PERIOD SHALL, AS TO SUCH LENDER ONLY, BE
DEEMED A REQUEST FOR AN ABR LOAN (OR A REQUEST TO CONTINUE AN ABR LOAN AS SUCH
FOR AN ADDITIONAL INTEREST PERIOD OR TO CONVERT A EURODOLLAR LOAN INTO AN ABR
LOAN, AS APPLICABLE), UNLESS SUCH DECLARATION SHALL BE SUBSEQUENTLY WITHDRAWN;
AND
(II)
SUCH LENDER MAY REQUIRE THAT ALL
OUTSTANDING EURODOLLAR LOANS MADE BY IT BE CONVERTED TO ABR LOANS, IN WHICH
EVENT ALL SUCH EURODOLLAR LOANS SHALL BE AUTOMATICALLY CONVERTED TO ABR LOANS,
AS OF THE EFFECTIVE DATE OF SUCH NOTICE AS PROVIDED IN THE LAST SENTENCE OF THIS
PARAGRAPH.
In the event any Lender shall exercise its rights under clause (i) or (ii) of
this paragraph, all payments and prepayments of principal that would otherwise
have been applied to repay the Eurodollar Loans that would have been made by
such Lender or the converted Eurodollar Loans of such Lender shall instead be
applied to repay the ABR Loans made by such Lender in lieu of, or resulting from
the conversion of, such Eurodollar Loans, as applicable. For purposes of this
paragraph, a notice to the Company by any Lender shall be effective as to each
Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest
Period currently applicable to such Eurodollar Loan; in all other cases such
notice shall be effective on the date of receipt by the Company.
SECTION 3.6
BREAK FUNDING PAYMENTS. IN THE
EVENT OF (A) THE PAYMENT OR PREPAYMENT (VOLUNTARY OR OTHERWISE) OF ANY PRINCIPAL
OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF AN INTEREST PERIOD
APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF DEFAULT), (B) THE
CONVERSION OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE THERETO, (C) THE FAILURE TO BORROW, CONVERT, CONTINUE OR
PREPAY ANY EURODOLLAR LOAN ON THE DATE SPECIFIED IN ANY NOTICE DELIVERED
PURSUANT HERETO (REGARDLESS OF WHETHER SUCH