LIBOR LOAN AFTER THE EXPIRATION OF ANY
INTEREST PERIOD THEN IN EFFECT FOR THAT LOAN WITHOUT THE CONSENT OF THE
REQUISITE CLASS LENDERS FOR THE CLASS OF SUCH
59
LOAN, AND (II) SUBJECT TO THE PROVISIONS OF SUBSECTION 2.6D, ANY NOTICE OF
BORROWING OR NOTICE OF CONVERSION/CONTINUATION GIVEN BY COMPANY WITH RESPECT TO
A REQUESTED BORROWING OR CONVERSION/CONTINUATION THAT HAS NOT YET OCCURRED SHALL
BE DEEMED TO BE FOR A BASE RATE LOAN OR, IF THE CONDITIONS TO MAKING A LOAN SET
FORTH IN SUBSECTION 4.2 OR, IF APPLICABLE, SUBSECTION 4.3, CANNOT THEN BE
SATISFIED, TO BE RESCINDED BY COMPANY.
2.7
INCREASED COSTS; TAXES; CAPITAL ADEQUACY.
A.
COMPENSATION FOR INCREASED COSTS.
SUBJECT TO THE PROVISIONS OF
SUBSECTION 2.7B (WHICH SHALL BE CONTROLLING WITH RESPECT TO THE MATTERS COVERED
THEREBY), IN THE EVENT THAT ANY LENDER (INCLUDING ANY ISSUING LENDER) SHALL
DETERMINE (WHICH DETERMINATION SHALL, ABSENT MANIFEST ERROR, BE FINAL AND
CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO) THAT ANY LAW, TREATY OR
GOVERNMENTAL RULE, REGULATION OR ORDER, OR ANY CHANGE THEREIN OR IN THE
INTERPRETATION, ADMINISTRATION OR APPLICATION THEREOF (INCLUDING THE
INTRODUCTION OF ANY NEW LAW, TREATY OR GOVERNMENTAL RULE, REGULATION OR ORDER),
OR ANY DETERMINATION OF A COURT OR OTHER GOVERNMENT AUTHORITY, IN EACH CASE THAT
BECOMES EFFECTIVE AFTER THE DATE HEREOF, OR, IF LATER, THE DATE ON WHICH THE
AFFECTED LENDER BECOMES A LENDER, OR COMPLIANCE BY SUCH LENDER WITH ANY
GUIDELINE, REQUEST OR DIRECTIVE ISSUED OR MADE AFTER THE DATE HEREOF BY ANY
CENTRAL BANK OR OTHER GOVERNMENT AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF
LAW):
(I)
SUBJECTS SUCH LENDER TO ANY ADDITIONAL TAX WITH RESPECT TO THIS
AGREEMENT OR ANY OF ITS OBLIGATIONS HEREUNDER (INCLUDING WITH RESPECT TO ISSUING
OR MAINTAINING ANY LETTERS OF CREDIT OR PURCHASING OR MAINTAINING ANY
PARTICIPATIONS THEREIN OR MAINTAINING ANY COMMITMENT HEREUNDER) OR ANY PAYMENTS
TO SUCH LENDER OF PRINCIPAL, INTEREST, FEES OR ANY OTHER AMOUNT PAYABLE
HEREUNDER;
(II)
IMPOSES, MODIFIES OR HOLDS APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN, INSURANCE CHARGE OR SIMILAR REQUIREMENT AGAINST ASSETS
HELD BY, OR DEPOSITS OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, OR ADVANCES
OR LOANS BY, OR OTHER CREDIT EXTENDED BY, OR ANY OTHER ACQUISITION OF FUNDS BY,
ANY OFFICE OF SUCH LENDER (OTHER THAN ANY SUCH RESERVE OR OTHER REQUIREMENTS
WITH RESPECT TO LIBOR LOANS THAT ARE REFLECTED IN THE DEFINITION OF LIBOR); OR
(III)
IMPOSES ANY OTHER CONDITION (OTHER THAN WITH RESPECT TO TAXES) ON
OR AFFECTING SUCH LENDER OR ITS OBLIGATIONS HEREUNDER OR THE LONDON INTERBANK
MARKET;
and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Company shall promptly pay to such Lender, upon receipt of the statement
referred