REMIT TO LENDER THE REQUIRED
RECEIPTS OR OTHER REQUIRED DOCUMENTARY EVIDENCE. LENDER'S INABILITY TO NOTIFY
BORROWER OF ANY SUCH FOREIGN TAX IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING
SENTENCE SHALL IN NO WAY RELIEVE BORROWER OF ITS OBLIGATIONS UNDER THIS
SECTION 2.3(F)(II).
(III)
IF ANY REQUIREMENT OF LAW OR ANY CHANGE
THEREIN OR IN THE INTERPRETATION OR APPLICATION THEREOF, SHALL HEREAFTER MAKE IT
UNLAWFUL FOR LENDER TO MAKE OR MAINTAIN A LOAN WITH THE NOTE RATE BEING BASED ON
LIBOR AS CONTEMPLATED HEREUNDER, (I) THE OBLIGATION OF LENDER HEREUNDER TO MAKE
SUCH LOAN BASED ON LIBOR OR TO CONVERT THE LOAN FROM THE STATIC LIBOR RATE TO
THE LIBOR RATE SHALL BE CANCELED FORTHWITH AND (II) ANY OUTSTANDING LIBOR LOAN
SHALL BE CONVERTED AUTOMATICALLY TO A LOAN BEARING INTEREST AT THE STATIC LIBOR
RATE (THE "STATIC LIBOR RATE LOAN") ON THE NEXT SUCCEEDING PAYMENT DATE OR
WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW.
BORROWER HEREBY AGREES PROMPTLY
TO PAY LENDER, UPON DEMAND, ANY ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE
LENDER FOR ANY COSTS INCURRED BY LENDER IN MAKING ANY CONVERSION IN ACCORDANCE
WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY INTEREST OR FEES PAYABLE
BY LENDER TO LENDERS OF FUNDS OBTAINED BY IT IN ORDER TO MAKE OR MAINTAIN THE
LIBOR LOAN HEREUNDER.
24
IF LENDER BECOMES ENTITLED TO CLAIM ANY ADDITIONAL AMOUNTS PURSUANT TO THIS
SECTION 2.3(F)(III), LENDER SHALL PROVIDE BORROWER WITH NOT LESS THAN NINETY
(90) DAYS WRITTEN NOTICE SPECIFYING IN REASONABLE DETAIL THE EVENT BY REASON OF
WHICH IT HAS BECOME SO ENTITLED AND THE ADDITIONAL AMOUNT REQUIRED TO FULLY
COMPENSATE LENDER FOR SUCH ADDITIONAL COSTS.
LENDER'S NOTICE OF SUCH COSTS, AS
CERTIFIED TO BORROWER, SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(IV)
IN THE EVENT THAT ANY CHANGE IN ANY
REQUIREMENT OF LAW OR IN THE INTERPRETATION OR APPLICATION THEREOF, OR
COMPLIANCE BY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE
FORCE OF LAW) HEREAFTER ISSUED FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY:
(A)
SHALL HEREAFTER IMPOSE, MODIFY OR HOLD
APPLICABLE ANY RESERVE, SPECIAL DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT
AGAINST ASSETS HELD BY, OR DEPOSITS OR OTHER LIABILITIES IN OR FOR THE ACCOUNT
OF, ADVANCES OR LOANS BY, OR OTHER CREDIT EXTENDED BY, OR ANY OTHER ACQUISITION
OF FUNDS BY, ANY OFFICE OF LENDER WHICH IS NOT OTHERWISE INCLUDED IN THE
DETERMINATION OF THE LIBOR RATE HEREUNDER;
(B)
SHALL HEREAFTER HAVE THE EFFECT OF REDUCING
THE RATE OF RETURN ON LENDER'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS
HEREUNDER TO A LEVEL BELOW THAT WHICH LENDER COULD HAVE ACHIEVED BUT FOR SUCH
ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION LENDER'S POLICIES WITH
RESPECT TO CAPITAL ADEQUACY) BY ANY AMOUNT DEEMED BY LENDER TO BE MATERIAL; OR
(C)
SHALL HEREAFTER IMPOSE ON LENDER ANY OTHER
CONDITION AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE COST TO
LENDER OF MAKING, RENEWING OR MAINTAINING LOANS OR EXTENSIONS OF CREDIT OR TO
REDUCE ANY AMOUNT RECEIVABLE HEREUNDER;
then, in any such case, Borrower