OF ANY REQUIREMENT OF
LAW, OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR
ADMINISTRATION THEREOF, HAS MADE IT UNLAWFUL, OR THAT ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY HAS ASSERTED THAT IT IS UNLAWFUL, FOR ANY LENDER OR ITS
LENDING OFFICE TO MAKE LIBOR RATE LOANS, THEN, ON NOTICE THEREOF BY SUCH LENDER
TO THE BORROWER THROUGH THE AGENT, THE OBLIGATION OF THAT LENDER TO MAKE LIBOR
RATE LOANS SHALL BE SUSPENDED UNTIL SUCH LENDER SHALL HAVE NOTIFIED THE AGENT
AND THE BORROWER THAT THE CIRCUMSTANCES GIVING RISE TO SUCH DETERMINATION NO
LONGER EXISTS.
(A)
SUBJECT TO CLAUSE (C) BELOW, IF ANY LENDER
SHALL DETERMINE THAT IT IS UNLAWFUL TO MAINTAIN ANY LIBOR RATE LOAN, THE
BORROWER SHALL PREPAY IN FULL ALL LIBOR RATE LOANS OF SUCH LENDER THEN
OUTSTANDING, TOGETHER WITH INTEREST ACCRUED THEREON, EITHER ON THE LAST DAY OF
THE INTEREST PERIOD THEREOF IF SUCH LENDER MAY LAWFULLY CONTINUE TO MAINTAIN
SUCH LIBOR RATE LOANS TO SUCH DAY, OR IMMEDIATELY, IF SUCH LENDER MAY NOT
LAWFULLY CONTINUE TO MAINTAIN SUCH LIBOR RATE LOANS, TOGETHER WITH ANY AMOUNTS
REQUIRED TO BE PAID IN CONNECTION THEREWITH PURSUANT TO SECTION 10.4.
(B)
IF THE OBLIGATION OF ANY LENDER TO MAKE OR
MAINTAIN LIBOR RATE LOANS HAS BEEN TERMINATED, THE BORROWER MAY ELECT, BY GIVING
NOTICE TO SUCH LENDER THROUGH THE AGENT THAT ALL LOANS WHICH WOULD OTHERWISE BE
MADE BY ANY SUCH LENDER AS LIBOR RATE LOANS SHALL BE INSTEAD BASE RATE LOANS.
(C)
BEFORE GIVING ANY NOTICE TO THE AGENT
PURSUANT TO THIS SECTION 10.2, THE AFFECTED LENDER SHALL DESIGNATE A DIFFERENT
LENDING OFFICE WITH RESPECT TO ITS LIBOR RATE LOANS IF SUCH DESIGNATION WILL
AVOID THE NEED FOR GIVING SUCH NOTICE OR MAKING SUCH DEMAND AND WILL NOT, IN THE
JUDGMENT OF THE LENDER, BE ILLEGAL OR OTHERWISE DISADVANTAGEOUS TO THE LENDER.
10.3
INCREASED COSTS AND REDUCTION OF RETURN.
(A)
IF ANY LENDER SHALL DETERMINE IN GOOD FAITH
THAT, DUE TO EITHER (I) THE INTRODUCTION OF, OR ANY CHANGE IN, OR IN THE
INTERPRETATION OF, ANY LAW OR REGULATION OR (II) THE COMPLIANCE WITH ANY
GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY
(WHETHER OR NOT HAVING THE FORCE OF LAW), IN THE CASE OF EITHER CLAUSE (I) OR
(II) SUBSEQUENT TO THE DATE HEREOF, THERE SHALL BE ANY INCREASE IN THE COST TO
SUCH LENDER OF AGREEING TO MAKE OR MAKING, FUNDING OR MAINTAINING ANY LIBOR RATE
LOANS, THEN THE BORROWER SHALL BE LIABLE FOR, AND SHALL FROM TIME TO TIME,
WITHIN THIRTY (30) DAYS OF DEMAND THEREFOR BY SUCH LENDER (WITH A COPY OF SUCH
DEMAND TO
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THE AGENT), PAY TO THE AGENT FOR THE ACCOUNT OF SUCH LENDER, ADDITIONAL AMOUNTS
AS ARE SUFFICIENT TO COMPENSATE SUCH LENDER FOR SUCH INCREASED COSTS.
(B)
IF ANY LENDER SHALL HAVE DETERMINED IN GOOD
FAITH THAT:
(I)
THE INTRODUCTION OF ANY CAPITAL ADEQUACY
REGULATION;
(II)
ANY CHANGE IN ANY CAPITAL ADEQUACY
REGULATION;
(III)
ANY CHANGE IN THE INTERPRETATION OR
ADMINISTRATION