ADMINISTRATION THEREOF HAS OR WOULD
HAVE THE EFFECT DESCRIBED BELOW, OR A FUNDING BANK OR LENDER COMPLIES WITH ANY
REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR NOT HAVING THE FORCE
OF LAW) OF ANY SUCH AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY, AND IN THE
CASE OF ANY EVENT SET FORTH IN THIS CLAUSE (III), SUCH ADOPTION, CHANGE OR
COMPLIANCE HAS OR WOULD HAVE THE DIRECT OR INDIRECT EFFECT OF REDUCING THE RATE
OF RETURN ON LENDER'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER TO A
LEVEL BELOW THAT WHICH LENDER COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, CHANGE
OR COMPLIANCE (TAKING INTO CONSIDERATION THE FUNDING BANK'S OR LENDER'S POLICIES
WITH RESPECT TO CAPITAL ADEQUACY) BY AN AMOUNT DEEMED BY LENDER IN GOOD FAITH TO
BE MATERIAL, AND THE RESULT OF ANY OF THE FOREGOING EVENTS DESCRIBED IN CLAUSES
(I), (II) OR (III) IS OR RESULTS IN AN INCREASE IN THE COST TO LENDER OF FUNDING
OR MAINTAINING THE LOANS OR THE LETTERS OF CREDIT, THEN BORROWERS AND GUARANTORS
SHALL FROM TIME TO TIME UPON DEMAND BY LENDER PAY TO LENDER ADDITIONAL AMOUNTS
SUFFICIENT TO INDEMNIFY LENDER AGAINST SUCH INCREASED COST ON AN AFTER-TAX BASIS
(AFTER TAKING INTO ACCOUNT APPLICABLE DEDUCTIONS AND CREDITS IN RESPECT OF THE
AMOUNT INDEMNIFIED).
A CERTIFICATE AS TO THE AMOUNT OF SUCH INCREASED COST AND
SHOWING IN REASONABLE DETAIL THE COMPUTATION THEREOF SHALL BE SUBMITTED TO
ADMINISTRATIVE BORROWER BY LENDER AND SHALL BE CONCLUSIVE, ABSENT MANIFEST
ERROR.
(B)
IF PRIOR TO THE FIRST DAY OF ANY INTEREST
PERIOD, (I) LENDER SHALL HAVE DETERMINED IN GOOD FAITH (WHICH DETERMINATION
SHALL BE CONCLUSIVE AND BINDING UPON BORROWERS AND GUARANTORS) THAT, BY REASON
OF CIRCUMSTANCES AFFECTING THE RELEVANT MARKET, ADEQUATE AND REASONABLE MEANS DO
NOT EXIST FOR ASCERTAINING THE ADJUSTED EURODOLLAR RATE FOR SUCH INTEREST
PERIOD, (II) LENDER REASONABLY DETERMINES THAT THE ADJUSTED EURODOLLAR RATE
DETERMINED OR TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO LENDER OF MAKING OR MAINTAINING EURODOLLAR RATE LOANS
DURING SUCH INTEREST PERIOD, OR (III) DOLLAR DEPOSITS IN THE PRINCIPAL AMOUNTS
OF THE EURODOLLAR RATE LOANS TO WHICH SUCH INTEREST PERIOD IS TO BE APPLICABLE
ARE NOT GENERALLY AVAILABLE IN THE LONDON INTERBANK MARKET, LENDER SHALL GIVE
TELECOPY OR TELEPHONIC NOTICE THEREOF TO ADMINISTRATIVE BORROWER AS SOON AS
PRACTICABLE THEREAFTER, AND WILL ALSO GIVE PROMPT WRITTEN NOTICE TO
ADMINISTRATIVE BORROWER WHEN SUCH CONDITIONS NO LONGER EXIST.
IF SUCH NOTICE IS
GIVEN (A) ANY EURODOLLAR RATE LOANS REQUESTED TO BE MADE ON THE FIRST DAY OF
SUCH INTEREST PERIOD SHALL BE MADE AS PRIME RATE LOANS, (B) ANY LOANS THAT WERE
TO HAVE BEEN CONVERTED ON THE FIRST DAY OF SUCH INTEREST PERIOD TO OR CONTINUED
AS EURODOLLAR RATE LOANS SHALL BE CONVERTED TO OR CONTINUED AS PRIME RATE LOANS
AND (C) EACH OUTSTANDING EURODOLLAR RATE LOAN SHALL BE CONVERTED, ON THE LAST
DAY OF THE THEN-CURRENT INTEREST PERIOD THEREOF, TO PRIME RATE LOANS.
UNTIL
SUCH NOTICE HAS BEEN WITHDRAWN BY LENDER, NO FURTHER EURODOLLAR RATE