UNLAWFUL OR IMPOSSIBLE FOR ANY LENDER TO MAKE OR MAINTAIN OR FUND
LOANS IN THE APPLICABLE
34
AVAILABLE FOREIGN CURRENCY, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER.
UPON RECEIPT OF SUCH NOTICE, THE APPLICABLE EURODOLLAR LOAN MADE IN AN AVAILABLE
FOREIGN CURRENCY SHALL BE REPAID BY THE BORROWER AND/OR CONVERTED TO AN
AVAILABLE FOREIGN CURRENCY OR DOLLARS ON EITHER:
(I) THE LAST DAY OF THE THEN
CURRENT INTEREST PERIOD FOR THE AFFECTED EURODOLLAR LOAN, IF LENDERS MAY
LAWFULLY CONTINUE TO MAINTAIN A LOAN AT SUCH AVAILABLE FOREIGN CURRENCY TO SUCH
DAY, OR (II) IMMEDIATELY, IF LENDERS MAY NOT LAWFULLY CONTINUE TO SO MAINTAIN
SUCH EURODOLLAR LOAN. IN THE CASE OF
THE MAKING OF A EURODOLLAR BORROWING
DENOMINATED IN AN AVAILABLE FOREIGN CURRENCY, SUCH LENDER'S REVOLVING LOAN SHALL
BE MADE AS A BASE RATE LOAN AS A PART OF THE SAME BORROWING FOR THE SAME
INTEREST PERIOD AND IF THE AFFECTED LOAN IS THEN OUTSTANDING, SUCH LOAN SHALL BE
EXCHANGED FOR THE DOLLAR EQUIVALENT THEREOF AND CONVERTED TO A BASED RATE LOAN
EITHER (I) ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE TO
SUCH LOAN IF SUCH LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH LOAN TO SUCH
DATE OR (II) IMMEDIATELY IF SUCH LENDER SHALL DETERMINE THAT IT MAY NOT LAWFULLY
CONTINUE TO MAINTAIN SUCH LOAN TO SUCH DATE.
NOTWITHSTANDING THE FOREGOING, THE
AFFECTED LENDER SHALL, PRIOR TO GIVING SUCH NOTICE TO THE ADMINISTRATIVE AGENT,
DESIGNATE A DIFFERENT APPLICABLE LENDING OFFICE IF SUCH DESIGNATION WOULD AVOID
THE NEED FOR GIVING SUCH NOTICE AND IF SUCH DESIGNATION WOULD NOT OTHERWISE BE
DISADVANTAGEOUS TO SUCH LENDER IN THE GOOD FAITH EXERCISE OF ITS DISCRETION.
SECTION 2.18.
INCREASED COSTS.
(A)
IF ANY CHANGE IN LAW SHALL:
(I)
IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT OR
SIMILAR REQUIREMENT THAT IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF THE
ADJUSTED LIBO RATE HEREUNDER AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT
OF, OR CREDIT EXTENDED BY, ANY LENDER (EXCEPT ANY SUCH RESERVE REQUIREMENT
REFLECTED IN THE ADJUSTED LIBO RATE) OR THE ISSUING BANK; OR
(II)
IMPOSE ON ANY LENDER OR ON THE ISSUING BANK OR THE EURODOLLAR
INTERBANK MARKET ANY OTHER CONDITION AFFECTING THIS AGREEMENT OR ANY EURODOLLAR
LOANS MADE BY SUCH LENDER OR ANY LETTER OF CREDIT OR ANY PARTICIPATION THEREIN;
and the result of either of the foregoing is to increase the cost to such Lender
of making, converting into, continuing or maintaining a Eurodollar Loan or to
increase the cost to such Lender or the Issuing Bank of participating in or
issuing any Letter of Credit or to reduce the amount received or receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or any
other amount), then the Borrower shall promptly pay, upon written notice from
and demand by such Lender on the Borrower (with a copy of such notice and demand
to the Administrative Agent), to the Administrative Agent for the account of
such Lender, within five Business Days after the