TO FURNISH TO ADMINISTRATIVE BORROWER A STATEMENT
SETTING FORTH THE BASIS FOR ADJUSTING SUCH LIBOR RATE AND THE METHOD FOR
DETERMINING THE AMOUNT OF SUCH ADJUSTMENT, OR (Z) REPAY THE LIBOR RATE LOANS
WITH RESPECT TO WHICH SUCH ADJUSTMENT IS MADE (TOGETHER WITH ANY AMOUNTS DUE
UNDER CLAUSE (B)(II) ABOVE).
(II)
IN THE EVENT THAT ANY CHANGE AFTER THE
DATE HEREOF IN MARKET CONDITIONS OR THE ADOPTION AFTER THE DATE HEREOF OF ANY
LAW, REGULATION, TREATY, OR DIRECTIVE, OR ANY CHANGE THEREIN AFTER THE DATE
HEREOF OR IN THE INTERPRETATION OF APPLICATION THEREOF, SHALL AT ANY TIME AFTER
THE DATE HEREOF, IN THE REASONABLE OPINION OF ANY LENDER, MAKE IT UNLAWFUL OR
IMPRACTICAL FOR SUCH LENDER TO FUND OR MAINTAIN LIBOR ADVANCES OR TO CONTINUE
SUCH FUNDING OR MAINTAINING, OR TO DETERMINE OR CHARGE INTEREST RATES AT THE
LIBOR RATE, SUCH LENDER SHALL GIVE NOTICE OF SUCH CHANGED CIRCUMSTANCES TO AGENT
AND ADMINISTRATIVE BORROWER AND AGENT PROMPTLY SHALL TRANSMIT THE NOTICE TO EACH
OTHER LENDER AND (Y) IN THE CASE OF ANY LIBOR RATE LOANS OF SUCH LENDER THAT ARE
OUTSTANDING, THE DATE SPECIFIED IN SUCH LENDER'S NOTICE SHALL BE DEEMED TO BE
THE LAST DAY OF THE INTEREST PERIOD OF SUCH LIBOR RATE LOANS, AND INTEREST UPON
THE LIBOR RATE LOANS OF SUCH LENDER THEREAFTER SHALL ACCRUE INTEREST AT THE RATE
THEN APPLICABLE TO BASE RATE LOANS, AND (Z) BORROWERS SHALL NOT BE ENTITLED TO
ELECT THE LIBOR OPTION UNTIL SUCH LENDER DETERMINES THAT IT WOULD NO LONGER BE
UNLAWFUL OR IMPRACTICAL TO DO SO.
(E)
NO REQUIREMENT OF MATCHED FUNDING.
ANYTHING TO THE CONTRARY CONTAINED
HEREIN NOTWITHSTANDING, NEITHER AGENT, NOR ANY LENDER, NOR ANY OF THEIR
PARTICIPANTS, IS REQUIRED ACTUALLY TO ACQUIRE EURODOLLAR DEPOSITS TO FUND OR
OTHERWISE MATCH FUND ANY OBLIGATION AS TO WHICH INTEREST ACCRUES AT A RATE
DETERMINED BY REFERENCE TO THE LIBOR RATE.
THE PROVISIONS OF THIS SECTION SHALL
APPLY AS IF EACH LENDER OR ITS PARTICIPANTS HAD MATCH FUNDED ANY OBLIGATION AS
TO WHICH INTEREST IS ACCRUING AT A RATE DETERMINED BY REFERENCE TO THE LIBOR
RATE BY ACQUIRING EURODOLLAR DEPOSITS FOR EACH INTEREST PERIOD IN THE AMOUNT OF
THE LIBOR RATE LOANS.
2.14
Capital Requirements.
If, after the date hereof,
any Lender determines that (i) the adoption of or change after the date hereof
in 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 administration thereof, or (ii) compliance by such Lender or its parent bank
holding company
19
with any guideline, request or directive of any such entity regarding capital
adequacy (whether or not having the force of law), imposed after the date
hereof, has the effect of reducing the return on such Lender's or such holding
company's capital as a consequence of such Lender's Commitments hereunder to a
level below that which such Lender or such holding company could have achieved
but for