THE LENDER SHALL IMMEDIATELY GIVE NOTICE OF SUCH CONDITION TO THE BORROWER.
AFTER THE GIVING OF ANY SUCH NOTICE AND UNTIL THE LENDER SHALL OTHERWISE NOTIFY
THE BORROWER THAT THE CIRCUMSTANCES GIVING RISE TO SUCH CONDITION NO LONGER
EXIST, THE BORROWER'S RIGHT TO REQUEST THE MAKING OF, OR ELECTING A NEW INTEREST
PERIOD FOR, LIBOR RATE FUNDINGS SHALL BE SUSPENDED. ANY LIBOR RATE FUNDINGS
OUTSTANDING AT THE COMMENCEMENT OF ANY SUCH SUSPENSION SHALL BE CONVERTED AT THE
END OF THE THEN CURRENT INTEREST PERIOD FOR SUCH LIBOR RATE FUNDINGS INTO BASE
RATE FUNDINGS, AND ALL NEW ADVANCES SHALL BE BASE RATE FUNDINGS, UNLESS SUCH
SUSPENSION HAS THEN ENDED.
(B)
ILLEGALITY. IF, AFTER THE DATE OF THIS
AGREEMENT, THE ADOPTION OF ANY LAW, ANY CHANGE IN ANY LAW OR THE APPLICATION OR
REQUIREMENTS THEREOF (WHETHER SUCH CHANGE OCCURS IN ACCORDANCE WITH THE TERMS OF
SUCH LAW AS ENACTED, AS A RESULT OF AMENDMENT OR OTHERWISE), ANY CHANGE IN THE
INTERPRETATION OR ADMINISTRATION OF ANY LAW BY ANY GOVERNMENTAL AUTHORITY, OR
COMPLIANCE BY THE LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING
THE FORCE OF LAW) OF ANY GOVERNMENTAL AUTHORITY (A "CHANGE OF LAW") SHALL MAKE
IT UNLAWFUL OR IMPOSSIBLE FOR THE LENDER TO MAKE OR MAINTAIN ANY LIBOR RATE
FUNDING, THE LENDER SHALL IMMEDIATELY NOTIFY THE BORROWER OF SUCH CHANGE OF LAW.
UPON RECEIPT OF SUCH NOTICE, THE BORROWER SHALL, AT THE REQUEST OF THE LENDER,
EITHER (A) CONVERT ANY SUCH THEN OUTSTANDING LIBOR RATE FUNDINGS INTO BASE RATE
FUNDINGS AT THE END OF THE CURRENT INTEREST PERIOD FOR SUCH
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LIBOR RATE FUNDINGS OR (B) IMMEDIATELY REPAY OR CONVERT ANY SUCH LIBOR RATE
FUNDINGS IF THE LENDER SHALL NOTIFY THE BORROWER THAT SUCH LENDER MAY NOT
LAWFULLY CONTINUE TO FUND AND MAINTAIN SUCH LIBOR RATE FUNDINGS. ANY CONVERSION
OR PREPAYMENT OF LIBOR RATE FUNDINGS MADE PURSUANT TO THE PRECEDING SENTENCE
PRIOR TO THE LAST DAY OF AN INTEREST PERIOD FOR SUCH LIBOR RATE FUNDINGS SHALL
BE DEEMED A PREPAYMENT THEREOF FOR PURPOSES OF SECTION 2.10. AFTER THE LENDER
NOTIFIES THE BORROWER OF SUCH A CHANGE OF LAW AND UNTIL SUCH LENDER NOTIFIES THE
BORROWER THAT IT IS NO LONGER UNLAWFUL OR IMPOSSIBLE FOR THE LENDER TO MAKE OR
MAINTAIN A LIBOR RATE FUNDING, ALL ADVANCES SHALL BE BASE RATE FUNDINGS.
(C)
INCREASED COSTS. IF, AFTER THE DATE OF THIS
AGREEMENT, ANY CHANGE OF LAW:
(I)
SHALL SUBJECT THE LENDER TO ANY TAX,
DUTY OR OTHER CHARGE WITH RESPECT TO ANY LIBOR RATE FUNDING, OR SHALL CHANGE THE
BASIS OF TAXATION OF PAYMENTS BY THE BORROWER TO THE LENDER ON SUCH A LIBOR RATE
FUNDING OR IN RESPECT TO SUCH A LIBOR RATE FUNDING UNDER THIS AGREEMENT (EXCEPT
FOR CHANGES IN THE RATE OF TAXATION ON THE OVERALL NET INCOME OF THE LENDER
IMPOSED BY ITS JURISDICTION OF INCORPORATION OR THE JURISDICTION IN WHICH ITS
PRINCIPAL EXECUTIVE OFFICE IS LOCATED); OR
(II)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE
ANY RESERVE (EXCLUDING ANY RESERVE REQUIREMENT OR OTHER RESERVE TO