BY SUCH LENDER PURSUANT HERETO TO A LEVEL BELOW THAT WHICH SUCH
LENDER OR SUCH LENDER'S HOLDING COMPANY COULD HAVE ACHIEVED BUT FOR SUCH
APPLICABILITY, ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION SUCH
LENDER'S POLICIES AND THE POLICIES OF SUCH LENDER'S HOLDING COMPANY WITH RESPECT
TO CAPITAL ADEQUACY) BY AN AMOUNT REASONABLY DEEMED BY SUCH LENDER TO BE
MATERIAL, THEN FROM TIME TO TIME THE BORROWER SHALL PAY TO SUCH LENDER SUCH
ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH LENDER OR SUCH LENDER'S
HOLDING COMPANY FOR ANY SUCH REDUCTION SUFFERED.
(C)
FAILURE ON THE PART OF ANY LENDER TO DEMAND COMPENSATION FOR ANY INCREASED
COSTS OR REDUCTION IN AMOUNTS RECEIVED OR RECEIVABLE OR REDUCTION IN RETURN ON
CAPITAL WITH RESPECT TO ANY PERIOD SHALL NOT CONSTITUTE A WAIVER OF SUCH
LENDER'S RIGHT TO DEMAND COMPENSATION WITH RESPECT TO SUCH PERIOD OR ANY OTHER
PERIOD.
THE PROTECTION OF THIS SECTION SHALL BE AVAILABLE TO EACH LENDER
REGARDLESS OF ANY POSSIBLE CONTENTION OF THE INVALIDITY OR INAPPLICABILITY OF
THE LAW, RULE, REGULATION, GUIDELINE OR OTHER CHANGE OR CONDITION WHICH SHALL
HAVE OCCURRED OR BEEN IMPOSED.
SECTION 2.14.
CHANGE IN LEGALITY.
(A)
NOTWITHSTANDING ANY OTHER PROVISION
HEREIN, IF ANY CHANGE IN ANY LAW OR REGULATION OR IN THE INTERPRETATION THEREOF
BY ANY GOVERNMENTAL AUTHORITY CHARGED WITH THE ADMINISTRATION OR INTERPRETATION
THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN ANY EURODOLLAR
LOAN OR TO GIVE EFFECT TO ITS OBLIGATIONS AS CONTEMPLATED HEREBY WITH RESPECT TO
ANY EURODOLLAR LOAN, THEN, BY WRITTEN NOTICE TO THE BORROWER AND TO THE AGENT,
SUCH LENDER MAY:
(I)
DECLARE THAT EURODOLLAR LOANS WILL NOT THEREAFTER BE MADE BY SUCH LENDER
HEREUNDER, WHEREUPON SUCH LENDER SHALL NOT SUBMIT A COMPETITIVE BID IN RESPONSE
TO A REQUEST FOR EURODOLLAR COMPETITIVE LOANS AND ANY REQUEST BY THE BORROWER
FOR A EURODOLLAR STANDBY BORROWING SHALL, AS TO SUCH LENDER ONLY, BE DEEMED A
REQUEST FOR AN ABR LOAN UNLESS SUCH DECLARATION SHALL BE SUBSEQUENTLY WITHDRAWN;
AND
(II)
REQUIRE THAT ALL OUTSTANDING EURODOLLAR LOANS MADE BY IT BE CONVERTED TO
ABR LOANS, IN WHICH EVENT ALL SUCH EURODOLLAR LOANS SHALL BE AUTOMATICALLY
CONVERTED TO ABR LOANS AS OF THE EFFECTIVE DATE OF SUCH NOTICE AS PROVIDED IN
PARAGRAPH (B) BELOW.
In the event any Lender shall exercise its rights under clause (i) or
(ii) above, and (x) all payments and prepayments of principal which would
otherwise have been applied to repay the Eurodollar Loans that would have been
made by such Lender or the converted Eurodollar Loans of such Lender shall
instead be applied to repay the ABR Loans made by such Lender in lieu of, or
resulting from the conversion of, such Eurodollar Loans and (y) such Lender
shall negotiate with the Borrower, at its request, as to the interest rate which
such ABR Loans shall bear; provided that such Loans shall bear interest as
42
provided in Section 2.08(b) pending the execution by the Borrower and such
Lender of a written agreement providing for a different