THE DATE OF ANY REQUESTED REVOLVING CREDIT LOAN OR THE EFFECTIVE DATE OF
ANY CONVERSION OR CONTINUATION OF AN EXISTING LOAN TO BE MADE OR CONTINUED AS OR
CONVERTED INTO A LIBOR RATE LOAN (EACH SUCH REQUESTED REVOLVING CREDIT LOAN MADE
AND LOAN TO BE CONVERTED OR CONTINUED, A PENDING LOAN), NOTIFY THE BORROWER THAT
THE LIBOR RATE WILL NOT ADEQUATELY REFLECT THE COST TO THE LENDERS OF MAKING OR
FUNDING SUCH PENDING LOAN AS A LIBOR RATE LOAN OR THAT THE INTERBANK OFFERED
RATE IS NOT REASONABLY DETERMINABLE, INCLUDING FROM ANY INTEREST RATE REPORTING
SERVICE OF RECOGNIZED STANDING, THEN THE RIGHT OF THE BORROWER TO SELECT LIBOR
RATE LOANS FOR SUCH PENDING LOAN, ANY SUBSEQUENT REVOLVING CREDIT LOAN OR IN
CONNECTION WITH ANY SUBSEQUENT CONVERSION OR CONTINUATION OF ANY LOAN SHALL BE
SUSPENDED UNTIL THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER THAT THE
CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST, AND EACH PENDING LOAN AND
EACH SUCH SUBSEQUENT LOAN REQUESTED TO BE MADE, CONTINUED OR CONVERTED SHALL BE
MADE OR CONTINUED AS OR CONVERTED INTO A BASE RATE LOAN.
53
(C)
IF, DUE TO EITHER (I) THE INTRODUCTION OF OR ANY CHANGE (OTHER
THAN ANY CHANGE BY WAY OF IMPOSITION OR INCREASE OF RESERVE REQUIREMENTS
INCLUDED IN THE LIBOR RESERVE PERCENTAGE) IN OR IN THE INTERPRETATION OF, IN
EACH CASE AFTER THE DATE HEREOF, ANY LAW OR REGULATION (EXCEPT TO THE EXTENT
SUCH INTRODUCTION, CHANGE OR INTERPRETATION AFFECTS TAXES MEASURED BY NET
INCOME), OR (II) THE COMPLIANCE WITH ANY GUIDELINE OR REQUEST (EXCEPT TO THE
EXTENT SUCH GUIDELINE OR REQUEST AFFECTS TAXES MEASURED BY NET INCOME) FROM ANY
CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF
LAW) MADE AFTER THE DATE HEREOF, THERE SHALL BE ANY INCREASE IN THE COST TO ANY
LENDER OF AGREEING TO MAKE OR MAKING, FUNDING OR MAINTAINING LIBOR RATE LOANS
(OTHER THAN AS SEPARATELY PROVIDED FOR IN SECTION 4.15(D)), THEN THE BORROWER
SHALL FROM TIME TO TIME, WITHIN 30 DAYS AFTER DEMAND BY SUCH LENDER (WITH A COPY
OF SUCH DEMAND TO THE ADMINISTRATIVE AGENT), PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF SUCH LENDER ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH
LENDER FOR SUCH INCREASED COST.
(D)
IF (I) THE ADOPTION OF OR CHANGE IN, AFTER THE DATE HEREOF, ANY
LAW, RULE, REGULATION OR GUIDELINE REGARDING CAPITAL REQUIREMENTS FOR BANKS OR
BANK HOLDING COMPANIES, OR ANY CHANGE, AFTER THE DATE HEREOF, IN THE
INTERPRETATION OR APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY CHARGED WITH
THE INTERPRETATION OR ADMINISTRATION THEREOF, OR (II) COMPLIANCE BY SUCH LENDER
WITH ANY GUIDELINE, REQUEST OR DIRECTIVE OF ANY SUCH ENTITY REGARDING CAPITAL
ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW), HAS THE EFFECT OF REDUCING
THE RETURN ON A LENDER'S CAPITAL AS A CONSEQUENCE OF ITS MAINTAINING ITS LOANS
OR LETTER OF CREDIT OBLIGATIONS, OR COMMITMENT TO MAKE REVOLVING CREDIT LOANS
HEREUNDER TO A LEVEL BELOW THAT WHICH SUCH LENDER COULD HAVE ACHIEVED BUT FOR
SUCH ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO