AGENT, AND SUCH DETERMINATION SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
SECTION 2.08.
ALTERNATE RATE OF INTEREST.
IF, PRIOR TO THE COMMENCEMENT OF ANY
INTEREST PERIOD FOR A EURODOLLAR BORROWING, THE ADMINISTRATIVE AGENT DETERMINES
(WHICH DETERMINATION SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR) THAT ADEQUATE
AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE LIBO RATE FOR SUCH
INTEREST PERIOD, THEN THE ADMINISTRATIVE AGENT SHALL GIVE NOTICE THEREOF TO
LEVEL 3 AND THE LENDERS BY TELEPHONE OR TELECOPY AS PROMPTLY AS PRACTICABLE
THEREAFTER, WHEREUPON EACH EURODOLLAR LOAN SHALL AUTOMATICALLY, ON THE LAST DAY
OF THE CURRENT INTEREST PERIOD FOR SUCH EURODOLLAR LOAN, CONVERT INTO AN ABR
LOAN AND THE OBLIGATIONS OF THE LENDERS TO MAKE EURODOLLAR LOANS SHALL BE
SUSPENDED UNTIL THE ADMINISTRATIVE AGENT NOTIFIES LEVEL 3 AND THE LENDERS THAT
THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE NO LONGER EXIST.
SECTION 2.09.
INCREASED COSTS.
(A)
IF ANY LENDER SHALL NOTIFY THE
ADMINISTRATIVE AGENT AND LEVEL 3 AT ANY TIME THAT EUROCURRENCY RESERVE
REQUIREMENTS ARE, OR ARE SCHEDULED TO BECOME, EFFECTIVE AND THAT SUCH LENDER IS
OR WILL BE GENERALLY SUBJECT TO SUCH EUROCURRENCY RESERVE REQUIREMENTS AND WILL,
AS A RESULT, INCUR ADDITIONAL COSTS, THEN SUCH LENDER SHALL, FOR EACH DAY FROM
THE LATER OF THE DATE OF SUCH NOTICE AND THE DATE ON WHICH SUCH EUROCURRENCY
RESERVE REQUIREMENTS BECOME EFFECTIVE, BE ENTITLED TO ADDITIONAL INTEREST ON
EACH EURODOLLAR LOAN MADE BY IT AT A RATE PER ANNUM DETERMINED FOR SUCH DAY
(ROUNDED UPWARD TO THE NEAREST 100TH OF 1%) EQUAL TO THE REMAINDER OBTAINED BY
SUBTRACTING (I) THE LIBO RATE FOR SUCH EURODOLLAR LOAN FROM (II) THE RATE
OBTAINED BY DIVIDING SUCH LIBO RATE BY A PERCENTAGE EQUAL TO 100% MINUS THE
EUROCURRENCY RESERVE REQUIREMENTS THEN-APPLICABLE TO SUCH LENDER.
SUCH
ADDITIONAL INTEREST WILL BE PAYABLE IN ARREARS TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF SUCH LENDER, ON EACH INTEREST PAYMENT DATE RELATING TO SUCH
EURODOLLAR LOAN AND ON ANY OTHER DATE WHEN INTEREST IS REQUIRED TO BE PAID
HEREUNDER WITH RESPECT TO SUCH LOAN.
ANY LENDER GIVING A NOTICE UNDER THIS
PARAGRAPH (A) SHALL PROMPTLY WITHDRAW SUCH NOTICE (BY WRITTEN NOTICE OF
WITHDRAWAL GIVEN TO THE ADMINISTRATIVE AGENT AND LEVEL 3) IN THE EVENT
EUROCURRENCY RESERVE REQUIREMENTS CEASE TO APPLY TO IT OR THE CIRCUMSTANCES
GIVING RISE TO SUCH NOTICE OTHERWISE CEASE TO EXIST.
(B)
IF ANY CHANGE IN LAW SHALL:
(I) IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT OR SIMILAR
REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF OR CREDIT
EXTENDED BY ANY LENDER (EXCEPT ANY EUROCURRENCY RESERVE REQUIREMENT); OR
(II) IMPOSE ON ANY LENDER OR THE LONDON INTERBANK MARKET ANY OTHER CONDITION
AFFECTING THIS AGREEMENT OR EURODOLLAR LOANS OF SUCH LENDER;
and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or to reduce the amount of
any sum received by such Lender, then Level 3 and the Borrower will pay to such
Lender such additional amount or amounts