EXECUTE OR MAKE AVAILABLE ANY OF ITS TAX RETURNS OR ANY OTHER
INFORMATION THAT IT DEEMS TO BE CONFIDENTIAL OR PROPRIETARY, OR WHOSE
COMPLETION, EXECUTION OR SUBMISSION WOULD, IN SUCH LENDER'S JUDGMENT, MATERIALLY
PREJUDICE SUCH LENDER'S LEGAL OR COMMERCIAL POSITION.
(VI)
IF ANY
REQUIREMENT OF LAW OR ANY CHANGE THEREIN OR IN THE INTERPRETATION OR APPLICATION
THEREOF, SHALL HEREAFTER MAKE IT UNLAWFUL FOR LENDERS TO MAKE OR MAINTAIN A
LIBOR LOAN AS CONTEMPLATED HEREUNDER (A) THE OBLIGATION OF LENDERS HEREUNDER TO
MAKE A LIBOR LOAN OR TO CONVERT A BASE RATE LOAN TO A LIBOR LOAN SHALL BE
CANCELED FORTHWITH AND (B) ANY OUTSTANDING LIBOR LOAN SHALL BE CONVERTED
AUTOMATICALLY TO A
30
BASE RATE LOAN ON THE
LAST DAY OF THE THEN CURRENT INTEREST ACCRUAL PERIOD OR
WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW.
BORROWER HEREBY AGREES PROMPTLY
TO PAY TO ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER, UPON DEMAND, ANY
ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER FOR ANY REASONABLE,
OUT-OF-POCKET COSTS INCURRED BY SUCH LENDER IN MAKING ANY CONVERSION IN
ACCORDANCE WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY INTEREST OR
FEES PAYABLE BY SUCH LENDER TO LENDERS OF FUNDS OBTAINED BY IT IN ORDER TO MAKE
OR MAINTAIN THE LIBOR LOAN HEREUNDER.
SUCH NOTICE (WHICH SHALL BE SENT BY
ADMINISTRATIVE AGENT ON BEHALF OF SUCH LENDER) OF SUCH COSTS, AS CERTIFIED TO
BORROWER, SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(VII)
IN THE EVENT
THAT ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR
APPLICATION THEREOF, OR COMPLIANCE BY ADMINISTRATIVE AGENT AND/OR ANY LENDER
WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) HEREAFTER
ISSUED FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY:
(A)
SHALL HEREAFTER IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE,
SPECIAL DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY,
OR DEPOSITS OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, ADVANCES OR LOANS BY,
OR OTHER CREDIT EXTENDED BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF
ANY LENDER WHICH IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF LIBOR
HEREUNDER;
(B)
SHALL HEREAFTER HAVE THE EFFECT OF REDUCING THE RATE OF RETURN
ON ANY LENDER'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER TO A LEVEL
BELOW THAT WHICH SUCH LENDER COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, CHANGE
OR COMPLIANCE BY ANY AMOUNT REASONABLY DEEMED BY SUCH LENDER TO BE MATERIAL; OR
(C)
SHALL HEREAFTER IMPOSE ON ADMINISTRATIVE AGENT AND/OR ANY
LENDER ANY OTHER CONDITION AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE
THE COST TO ADMINISTRATIVE AGENT AND/OR ANY LENDER OF MAKING, RENEWING OR
MAINTAINING LOANS OR EXTENSIONS OF CREDIT OR TO REDUCE ANY AMOUNT RECEIVABLE
HEREUNDER.
then, in any such case, Borrower shall promptly pay to Administrative Agent for
its account or the account of such Lender, upon demand, any additional amounts
necessary to compensate Administrative Agent or such Lender, as applicable, for
such additional cost or reduced amount receivable which Administrative Agent or
such