OTHERWISE BE REQUIRED WHICH RENDERS ALL SUCH FORMS INAPPLICABLE OR WHICH WOULD
PREVENT SUCH LENDER FROM DULY COMPLETING AND DELIVERING ANY SUCH FORM WITH
RESPECT TO IT AND SUCH LENDER ADVISES F.Y.I., FOR AND ON BEHALF OF F.Y.I., AND
THE ADMINISTRATIVE AGENT THAT IT IS NOT CAPABLE OF RECEIVING SUCH PAYMENTS
WITHOUT ANY DEDUCTION OR WITHHOLDING OF U.S. FEDERAL INCOME TAX.
SECTION 3.7
REINSTATEMENT OF OBLIGATIONS. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, IF THE
PAYMENT OF ANY AMOUNT OF PRINCIPAL OF OR INTEREST
WITH RESPECT TO THE LOANS,
THE REIMBURSEMENT OBLIGATIONS OR ANY OTHER AMOUNT OF THE OBLIGATIONS, OR ANY
PORTION THEREOF, IS RESCINDED, VOIDED OR MUST OTHERWISE BE REFUNDED BY THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK UPON THE INSOLVENCY,
BANKRUPTCY OR REORGANIZATION OF F.Y.I. OR ANY OTHER LOAN PARTY OR OTHERWISE FOR
ANY REASON WHATSOEVER, THEN EACH OF (A) THE OBLIGATIONS, (B) THE LOAN DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT, THE NOTES AND THE SECURITY
DOCUMENTS), (C) THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OF F.Y.I. AND ANY
OTHER LOAN PARTY UNDER THE LOAN DOCUMENTS, AND (D) ALL LIENS FOR THE BENEFIT OF
THE ADMINISTRATIVE AGENT AND THE LENDERS CREATED UNDER OR EVIDENCED BY THE LOAN
DOCUMENTS, WILL BE AUTOMATICALLY REINSTATED AND BECOME AUTOMATICALLY EFFECTIVE
AND IN FULL FORCE AND EFFECT, ALL TO THE EXTENT THAT AND AS THOUGH SUCH PAYMENT
SO RESCINDED, VOIDED OR OTHERWISE REFUNDED HAD NEVER BEEN MADE.
ARTICLE 4
YIELD PROTECTION AND ILLEGALITY
SECTION 4.1
ADDITIONAL COSTS.
(A)
F.Y.I. SHALL PAY DIRECTLY TO EACH LENDER FROM TIME TO TIME,
PROMPTLY UPON THE REQUEST OF SUCH LENDER, THE COSTS ACTUALLY INCURRED BY SUCH
LENDER WHICH SUCH LENDER DETERMINES ARE DIRECTLY ATTRIBUTABLE TO ITS MAKING OR
MAINTAINING OF ANY EURODOLLAR LOANS TO F.Y.I. OR ITS OBLIGATION TO MAKE OR
CREATE ANY OF SUCH LOANS HEREUNDER TO F.Y.I., OR ANY REDUCTION IN ANY AMOUNT
RECEIVABLE BY SUCH LENDER HEREUNDER FROM F.Y.I. IN RESPECT OF ANY SUCH LOANS OR
OBLIGATIONS (SUCH INCREASES IN COSTS AND REDUCTIONS IN AMOUNTS RECEIVABLE BEING
HEREIN CALLED "ADDITIONAL COSTS"), RESULTING FROM ANY REGULATORY CHANGE WHICH:
(I)
CHANGES THE BASIS OF TAXATION OF ANY AMOUNTS PAYABLE TO SUCH
LENDER UNDER THIS AGREEMENT OR ITS NOTES IN RESPECT OF ANY OF SUCH LOANS (OTHER
THAN TAXES IMPOSED ON THE OVERALL NET INCOME OF SUCH LENDER OR ITS APPLICABLE
LENDING OFFICE FOR ANY OF SUCH LOANS BY THE JURISDICTION IN WHICH SUCH LENDER
HAS ITS PRINCIPAL OFFICE OR SUCH APPLICABLE LENDING OFFICE);
(II)
IMPOSES OR MODIFIES ANY RESERVE, SPECIAL DEPOSIT, MINIMUM
CAPITAL, CAPITAL RATIO OR SIMILAR REQUIREMENT RELATING TO ANY EXTENSIONS OF
CREDIT OR OTHER ASSETS OF, OR ANY DEPOSITS WITH OR OTHER LIABILITIES OR
COMMITMENTS OF, SUCH LENDER (INCLUDING ANY OF SUCH LOANS OR ANY DEPOSITS
REFERRED TO IN THE DEFINITION OF "EURODOLLAR RATE" IN SECTION 1.1 HEREOF, BUT
EXCLUDING THE RESERVE REQUIREMENT TO THE EXTENT IT IS INCLUDED IN THE
CALCULATION OF THE ADJUSTED EURODOLLAR RATE); OR
(III)
IMPOSES ANY OTHER CONDITION AFFECTING THIS AGREEMENT OR