BORROWER OF THE
CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS AND OF SUCH
PERSON'S INTENTION TO CLAIM COMPENSATION THEREFOR; PROVIDED, FURTHER, THAT, IF
THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS IS
RETROACTIVE, THEN THE NINE-MONTH PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF, AFTER
THE DATE OF THIS AGREEMENT, ANY CHANGE IN LAW SHALL MAKE IT UNLAWFUL FOR ANY
LENDER TO MAKE OR MAINTAIN ANY LIBOR LOAN OR TO GIVE EFFECT TO ITS OBLIGATIONS
AS CONTEMPLATED HEREBY WITH RESPECT TO ANY LIBOR LOAN, THEN, BY WRITTEN NOTICE
TO BORROWER AND TO THE ADMINISTRATIVE AGENT:
(I)
SUCH LENDER MAY DECLARE THAT LIBOR LOANS WILL NOT THEREAFTER (FOR
THE DURATION OF SUCH UNLAWFULNESS) BE MADE BY SUCH LENDER HEREUNDER (OR BE
CONTINUED FOR ADDITIONAL INTEREST PERIODS AND BASE RATE LOANS WILL NOT
THEREAFTER (FOR SUCH DURATION) BE CONVERTED INTO LIBOR LOANS), WHEREUPON ANY
REQUEST FOR A LIBOR LOAN OR TO CONVERT A BASE RATE LOAN TO A LIBOR LOAN OR TO
CONTINUE A LIBOR LOAN, AS APPLICABLE, FOR AN ADDITIONAL INTEREST PERIOD SHALL,
AS TO SUCH LENDER ONLY, BE DEEMED A REQUEST FOR A BASE RATE LOAN (OR A REQUEST
TO CONTINUE A BASE RATE LOAN AS SUCH FOR AN ADDITIONAL INTEREST PERIOD OR TO
CONVERT A LIBOR LOAN INTO A BASE RATE LOAN, AS APPLICABLE), UNLESS SUCH
DECLARATION SHALL BE SUBSEQUENTLY WITHDRAWN; AND
(II)
SUCH LENDER MAY REQUIRE THAT ALL OUTSTANDING LIBOR LOANS MADE BY
IT BE CONVERTED TO BASE RATE LOANS, IN WHICH EVENT ALL SUCH LIBOR LOANS SHALL BE
AUTOMATICALLY CONVERTED TO BASE LOANS, AS OF THE EFFECTIVE DATE OF SUCH NOTICE
AS PROVIDED IN THE LAST SENTENCE OF THIS PARAGRAPH.
In the event any Lender shall exercise its rights under clauses (i) or (ii) of
this Section 2.10(e), all payments and prepayments of principal that would
otherwise have been applied to repay the LIBOR Loans that would have been made
by such Lender or the converted LIBOR Loans of such Lender shall instead be
applied to repay the Base Rate Loans made by such Lender in lieu of, or
resulting from the conversion of, such LIBOR Loans, as applicable.
For purposes
of this Section 2.10(e), a notice to Borrower by any Lender shall be effective
as to each LIBOR Loan
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made by such Lender, if lawful, on the last day of the Interest Period currently
applicable to such LIBOR Loan; in all other cases such notice shall be effective
on the date of receipt by Borrower.
SECTION 2.11
BREAK FUNDING PAYMENTS.
In the event of (a) the payment or prepayment (voluntary or otherwise) of any
principal of any LIBOR Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the
conversion of any LIBOR Loan other than on the last day of the Interest Period
applicable thereto or