TO THE ADMINISTRATIVE
AGENT), PREPAY OR, IF APPLICABLE, CONVERT ALL EURODOLLAR RATE LOANS OF SUCH
LENDER TO BASE RATE LOANS, EITHER ON THE LAST DAY OF THE INTEREST PERIOD
THEREFORE, IF SUCH LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH EURODOLLAR RATE
LOANS TO SUCH DAY, OR IMMEDIATELY, IF SUCH LENDER MAY NOT LAWFULLY CONTINUE TO
MAINTAIN SUCH EURODOLLAR RATE LOANS.
UPON ANY SUCH PREPAYMENT OR CONVERSION,
BORROWER SHALL ALSO PAY ACCRUED INTEREST ON THE AMOUNT SO PREPAID OR CONVERTED.
SECTION 3.03
INABILITY TO DETERMINE RATES.
IF THE REQUIRED
LENDERS DETERMINE THAT FOR ANY REASON IN CONNECTION WITH ANY REQUEST FOR A
EURODOLLAR RATE LOAN OR A CONVERSION TO OR CONTINUATION THEREOF THAT (A) DOLLAR
DEPOSITS ARE NOT BEING OFFERED TO BANKS IN THE LONDON INTERBANK EURODOLLAR
MARKET FOR THE APPLICABLE AMOUNT AND INTEREST PERIOD OF SUCH EURODOLLAR RATE
LOAN, (B) ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR DETERMINING THE
EURODOLLAR RATE FOR ANY REQUESTED INTEREST PERIOD WITH RESPECT TO A PROPOSED
EURODOLLAR RATE LOAN, OR (C) THE EURODOLLAR RATE FOR ANY REQUESTED INTEREST
PERIOD WITH RESPECT TO A PROPOSED EURODOLLAR RATE LOAN DOES NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO SUCH LENDERS OF FUNDING SUCH LOAN, THE ADMINISTRATIVE
AGENT WILL PROMPTLY SO NOTIFY BORROWER AND EACH LENDER.
THEREAFTER, THE
OBLIGATION OF THE LENDERS TO MAKE OR MAINTAIN EURODOLLAR RATE LOANS SHALL BE
SUSPENDED UNTIL THE ADMINISTRATIVE AGENT (UPON THE INSTRUCTION OF THE REQUIRED
LENDERS) REVOKES SUCH NOTICE.
UPON RECEIPT OF SUCH NOTICE, BORROWER MAY REVOKE
ANY PENDING REQUEST FOR A BORROWING OF, CONVERSION TO OR CONTINUATION OF
EURODOLLAR RATE LOANS OR, FAILING THAT, WILL BE DEEMED TO HAVE CONVERTED SUCH
REQUEST INTO A REQUEST FOR A COMMITTED BORROWING OF BASE RATE LOANS IN THE
AMOUNT SPECIFIED THEREIN.
SECTION 3.04
INCREASED COSTS; RESERVES ON EURODOLLAR RATE
LOANS.
(A)
INCREASED COSTS GENERALLY.
IF ANY CHANGE
IN LAW SHALL:
(I)
IMPOSE, MODIFY OR DEEM APPLICABLE ANY
RESERVE, SPECIAL DEPOSIT, COMPULSORY LOAN, INSURANCE CHARGE OR SIMILAR
REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF, OR CREDIT
EXTENDED OR PARTICIPATED IN BY, ANY LENDER (EXCEPT ANY RESERVE REQUIREMENT
CONTEMPLATED BY SECTION 3.04(E)) OR ANY L/C ISSUER;
50
(II)
SUBJECT ANY LENDER OR ANY L/C ISSUER TO
ANY TAX OF ANY KIND WHATSOEVER WITH RESPECT TO THIS AGREEMENT, ANY LETTER OF
CREDIT, ANY PARTICIPATION IN A LETTER OF CREDIT OR ANY EURODOLLAR RATE LOAN MADE
BY IT, OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH LENDER OR SUCH L/C
ISSUER IN RESPECT THEREOF (EXCEPT FOR INDEMNIFIED TAXES OR OTHER TAXES COVERED
BY SECTION 3.01 AND THE IMPOSITION OF, OR ANY CHANGE IN THE RATE OF, ANY
EXCLUDED TAX PAYABLE BY SUCH LENDER OR SUCH L/C ISSUER); OR
(III)
IMPOSE ON ANY LENDER OR ANY L/C ISSUER OR
THE LONDON INTERBANK MARKET ANY OTHER CONDITION, COST OR EXPENSE AFFECTING THIS
AGREEMENT OR EURODOLLAR RATE LOANS MADE BY SUCH LENDER OR ANY LETTER OF CREDIT
OR PARTICIPATION THEREIN;
and the result of any of the foregoing shall be to increase