HEREOF, BORROWER SHALL INDEMNIFY,
DEFEND, AND HOLD LENDER HARMLESS AGAINST ANY AND ALL FUNDING LOSSES IN
ACCORDANCE WITH CLAUSE (B)(II) ABOVE.
(D)
SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.
(I)
THE LIBOR RATE MAY BE ADJUSTED BY LENDER ON A PROSPECTIVE BASIS
TO TAKE INTO ACCOUNT ANY ADDITIONAL OR INCREASED COSTS TO LENDER OF MAINTAINING
OR OBTAINING ANY EURODOLLAR DEPOSITS OR INCREASED COSTS DUE TO CHANGES IN
APPLICABLE LAW OCCURRING SUBSEQUENT TO THE COMMENCEMENT OF THE THEN APPLICABLE
INTEREST PERIOD, INCLUDING CHANGES IN TAX LAWS (EXCEPT CHANGES OF GENERAL
APPLICABILITY IN CORPORATE INCOME TAX LAWS) AND CHANGES IN THE RESERVE
REQUIREMENTS IMPOSED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (OR
ANY SUCCESSOR), EXCLUDING THE RESERVE PERCENTAGE, WHICH ADDITIONAL OR INCREASED
COSTS WOULD INCREASE THE COST OF FUNDING LOANS BEARING INTEREST AT THE LIBOR
RATE.
IN ANY SUCH EVENT, LENDER SHALL GIVE BORROWER NOTICE OF SUCH A
DETERMINATION AND ADJUSTMENT AND, UPON ITS RECEIPT OF THE NOTICE FROM LENDER,
BORROWER MAY, BY NOTICE TO LENDER (A) REQUIRE LENDER TO FURNISH TO BORROWER A
STATEMENT SETTING FORTH THE BASIS FOR ADJUSTING SUCH LIBOR RATE AND THE METHOD
FOR DETERMINING THE AMOUNT OF SUCH ADJUSTMENT, OR (B) 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 IN MARKET CONDITIONS OR ANY LAW,
REGULATION, TREATY, OR DIRECTIVE, OR ANY CHANGE THEREIN OR IN THE INTERPRETATION
OF APPLICATION THEREOF, SHALL AT ANY TIME AFTER THE DATE HEREOF, IN THE
REASONABLE OPINION OF LENDER, MAKE IT UNLAWFUL OR IMPRACTICAL FOR LENDER TO FUND
OR MAINTAIN LIBOR RATE LOANS OR TO CONTINUE SUCH FUNDING OR MAINTAINING, OR TO
DETERMINE OR CHARGE INTEREST RATES BASED UPON THE LIBOR RATE, LENDER SHALL GIVE
NOTICE OF SUCH CHANGED CIRCUMSTANCES TO BORROWER AND (A) IN THE CASE OF ANY
LIBOR RATE LOANS THAT ARE OUTSTANDING, THE DATE SPECIFIED IN 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 THEREAFTER SHALL ACCRUE INTEREST
AT THE RATE THEN APPLICABLE TO BASE RATE LOANS, AND
30
(B) BORROWER SHALL NOT BE ENTITLED TO ELECT THE LIBOR OPTION UNTIL 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, LENDER IS NOT REQUIRED ACTUALLY TO ACQUIRE
EURODOLLAR DEPOSITS TO FUND OR OTHERWISE MATCH FUND ANY OBLIGATION AS TO WHICH
INTEREST ACCRUES BASED UPON THE LIBOR RATE.
THE PROVISIONS OF THIS SECTION
SHALL APPLY AS IF LENDER HAD MATCH FUNDED ANY OBLIGATION AS TO WHICH INTEREST IS
ACCRUING AT BASED UPON THE LIBOR RATE BY ACQUIRING EURODOLLAR DEPOSITS FOR EACH
INTEREST PERIOD IN THE AMOUNT OF THE LIBOR RATE LOANS.
3.
SECURITY
3.1
BORROWER'S OBLIGATIONS.
THE OBLIGATIONS OF BORROWER TO PAY ALL
SUMS DUE TO LENDER AND TO PERFORM ALL OTHER COVENANTS AND AGREEMENTS UNDER THIS
AGREEMENT AND THE