ANY NEW) APPLICABLE LAWS OR REGULATIONS, OR ANY CHANGE AFTER THE CLOSING DATE
IN THE INTERPRETATION OF APPLICABLE LAWS OR REGULATIONS BY ANY GOVERNMENTAL
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE ADMINISTRATION
THEREOF, SHOULD MAKE IT UNLAWFUL FOR THE LENDER TO MAKE OR MAINTAIN THE LOAN
15
AS A LIBOR RATE LOAN, THEN THE LENDER SHALL PROMPTLY NOTIFY THE BORROWER OF SUCH
CHANGE AND THE BORROWER SHALL EITHER:
(A) PREPAY THE LOAN, TOGETHER WITH ALL
ACCRUED INTEREST THEREON, BREAKAGE FEES AND PREPAYMENT PREMIUMS, IF ANY, AND ALL
OTHER SUMS DUE HEREUNDER; OR (B) REQUEST THE LENDER TO CONVERT THE INTEREST RATE
APPLICABLE TO THE LOAN FROM A RATE BASED ON THE LIBOR RATE TO THE PRIME-BASED
RATE (PLUS 340 BASIS POINTS INSTEAD OF 440 BASIS POINTS) EFFECTIVE ON THE LAST
DAY OF THE CURRENT INTEREST PERIOD.
THE LENDER SHALL AGREE TO MODIFY THE TERMS
OF THE NOTE REFLECTING THE CHANGE IN THE APPLICABLE INTEREST RATE SO LONG AS NO
DEFAULT OR EVENT OF DEFAULT HAS THEN OCCURRED.
(C)
FUNDING LOSSES.
THE BORROWER HEREBY AGREES THAT UPON DEMAND BY
THE LENDER (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING FORTH IN
REASONABLE DETAIL THE BASIS FOR THE CALCULATIONS OF THE AMOUNT CLAIMED) THE
BORROWER WILL INDEMNIFY THE LENDER AGAINST ANY ACTUAL NET LOSS OR OUT-OF-POCKET
EXPENSE (COLLECTIVELY, THE "BREAKAGE FEES") WHICH THE LENDER MAY SUSTAIN OR
INCUR (INCLUDING, WITHOUT LIMITATION, ANY NET LOSS OR EXPENSE INCURRED BY REASON
OF THE LIQUIDATION OR RE-EMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY THE
LENDER TO FUND OR MAINTAIN THE LOAN), AS REASONABLY DETERMINED BY THE LENDER, AS
A RESULT OF ANY PREPAYMENT OF ANY AMOUNTS DUE UNDER THE NOTE OTHER THAN AT THE
END OF AN INTEREST PERIOD.
(D)
DISCRETION OF THE LENDER AS TO MANNER OF FUNDING.
NOTWITHSTANDING
ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE LENDER SHALL BE ENTITLED TO
FUND AND MAINTAIN ITS FUNDING OF ALL OR ANY PART OF THE LOAN IN ANY MANNER IT
SEES FIT.
(E)
CONCLUSIVENESS OF STATEMENTS; SURVIVAL OF PROVISIONS.
DETERMINATIONS AND STATEMENTS ISSUED BY THE LENDER PURSUANT TO THE PROVISIONS
HEREOF SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE LENDER MAY USE REASONABLE
AVERAGING AND ATTRIBUTION METHODS IN DETERMINING COMPENSATION UNDER THIS
SECTION 2.3, AND THE PROVISIONS OF SUCH SECTION SHALL SURVIVE REPAYMENT OF THE
LOAN, CANCELLATION OF THE NOTE AND ANY TERMINATION OF THIS AGREEMENT.
SECTION 2.4.
PAYMENTS AND COMPUTATIONS.
(A)
MAKING OF PAYMENTS.
THE BORROWER SHALL MAKE ALL PAYMENTS OF
PRINCIPAL OF, PREPAYMENT PREMIUMS, IF ANY, AND INTEREST ON, THE NOTE TO THE
LENDER IN DOLLARS, IN IMMEDIATELY AVAILABLE FUNDS, NOT LATER THAN 11:00 A.M.
E.S.T. ON THE DAY WHEN DUE, TO BE APPLIED BY THE LENDER IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND THE NOTE.
FUNDS RECEIVED AFTER 11:00 A.M. E.S.T.
SHALL BE DEEMED TO HAVE BEEN RECEIVED BY THE LENDER ON THE NEXT FOLLOWING
BUSINESS DAY.
(B)
APPLICATION OF CERTAIN PAYMENTS.
EACH PAYMENT OF PRINCIPAL SHALL
BE APPLIED IN THE MANNER PROVIDED IN THE