TIME ON THE BORROWING DATE THEREFOR, SUCH
LENDER SHALL PAY TO SUCH ADMINISTRATIVE AGENT, ON DEMAND, SUCH AMOUNT WITH
INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS MADE
AVAILABLE TO SUCH BORROWER TO BUT EXCLUDING THE DATE OF PAYMENT TO SUCH
ADMINISTRATIVE AGENT, AT (X) THE FEDERAL FUNDS EFFECTIVE RATE (IN THE CASE OF A
BORROWING IN DOLLARS) AND (Y) THE RATE REASONABLY DETERMINED BY THE APPLICABLE
ADMINISTRATIVE AGENT TO BE THE COST TO IT OF FUNDING SUCH AMOUNT (IN THE CASE OF
A BORROWING IN AN ALTERNATIVE CURRENCY).
A CERTIFICATE OF THE APPLICABLE
ADMINISTRATIVE AGENT SUBMITTED TO ANY LENDER WITH RESPECT TO ANY AMOUNTS OWING
UNDER THIS SUBSECTION 6.10 SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST
ERROR.
IF SUCH LENDER'S APPLICABLE PRO RATA PERCENTAGE OF SUCH BORROWING IS NOT
MADE AVAILABLE TO THE APPLICABLE ADMINISTRATIVE AGENT BY SUCH LENDER WITHIN
THREE BUSINESS DAYS OF SUCH BORROWING DATE, SUCH ADMINISTRATIVE AGENT SHALL ALSO
BE ENTITLED TO RECOVER SUCH AMOUNT WITH INTEREST THEREON AT THE RATE PER ANNUM
APPLICABLE TO ABR LOANS HEREUNDER, ON DEMAND, FROM THE APPLICABLE BORROWER.
IF
SUCH LENDER PAYS SUCH AMOUNT TO SUCH ADMINISTRATIVE AGENT, THEN SUCH AMOUNT
SHALL CONSTITUTE SUCH LENDER'S LOAN INCLUDED IN SUCH BORROWING.
6.11.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE ADOPTION
OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR
APPLICATION THEREOF MADE SUBSEQUENT TO THE DATE HEREOF SHALL MAKE IT UNLAWFUL
FOR ANY LENDER TO MAKE OR MAINTAIN EUROCURRENCY LOANS IN ANY US/UK COMMITTED
CURRENCY AS CONTEMPLATED BY THIS AGREEMENT, (A) THE COMMITMENT OF SUCH LENDER
HEREUNDER TO MAKE EUROCURRENCY LOANS IN SUCH US/UK COMMITTED CURRENCY OR
CONTINUE EUROCURRENCY LOANS IN SUCH US/UK COMMITTED CURRENCY AND, IF THE
AFFECTED CURRENCY IS DOLLARS, CONVERT ABR LOANS TO EUROCURRENCY LOANS, SHALL
FORTHWITH BE CANCELED AND (B) SUCH LENDER'S LOANS THEN OUTSTANDING AS
EUROCURRENCY LOANS, IF ANY, SHALL BE EITHER (I) CONVERTED AUTOMATICALLY TO ABR
LOANS (IF SUCH EUROCURRENCY LOANS WERE DENOMINATED IN DOLLARS) OR (II) REPAID ON
THE RESPECTIVE LAST DAYS OF THE THEN CURRENT INTEREST PERIODS WITH RESPECT TO
SUCH LOANS OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW.
IF ANY SUCH
CONVERSION OR REPAYMENT OF A EUROCURRENCY LOAN OCCURS ON A DAY WHICH IS NOT THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO, THE
APPLICABLE BORROWER SHALL PAY TO SUCH LENDER SUCH AMOUNTS, IF ANY, AS MAY BE
REQUIRED PURSUANT TO SUBSECTION 6.14.
51
6.12.
REQUIREMENTS OF LAW.
(A)
IF THE ADOPTION OF OR ANY CHANGE IN ANY
REQUIREMENT OF LAW OR IN THE INTERPRETATION OR APPLICATION THEREOF OR COMPLIANCE
BY ANY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF
LAW) FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY MADE SUBSEQUENT TO
THE DATE HEREOF:
(I)
SHALL SUBJECT ANY LENDER TO ANY TAX OF ANY KIND
WHATSOEVER WITH RESPECT TO THIS AGREEMENT, ANY LETTER OF CREDIT, ANY NOTE, ANY
EUROCURRENCY LOAN, ANY BA LOAN OR ANY TIIE RATE