AS FOR EXAMPLE, BUT NOT LIMITED TO, OFFICIAL RESERVE REQUIREMENTS
REQUIRED BY REGULATION D TO THE EXTENT NOT GIVEN EFFECT IN DETERMINING THE
RATE), LENDER SHALL PROMPTLY NOTIFY SUCH BORROWER AND (1) ALL EXISTING LIBOR
RATE LOANS SHALL CONVERT TO PRIME RATE LOANS UPON THE END OF THE APPLICABLE
INTEREST PERIOD, AND (2) NO ADDITIONAL LIBOR RATE LOANS SHALL BE MADE UNTIL SUCH
CIRCUMSTANCES ARE CURED.
(III)
IF, AFTER THE DATE HEREOF, THE INTRODUCTION OF, OR ANY CHANGE IN
ANY APPLICABLE LAW, TREATY, RULE, REGULATION OR GUIDELINE OR IN THE
INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY OR ANY
CENTRAL BANK OR OTHER FISCAL, MONETARY OR OTHER AUTHORITY HAVING JURISDICTION
OVER LENDER OR ITS LENDING OFFICES (A "REGULATORY CHANGE"), SHALL, IN THE
OPINION OF COUNSEL TO LENDER, MAKE IT UNLAWFUL FOR LENDER TO MAKE OR MAINTAIN
LIBOR RATE LOANS, THEN LENDER SHALL PROMPTLY NOTIFY THE REQUESTING BORROWER AND
(A) THE LIBOR RATE LOANS SHALL IMMEDIATELY CONVERT TO PRIME RATE LOANS ON THE
LAST BUSINESS DAY OF THE THEN EXISTING INTEREST PERIOD OR ON SUCH EARLIER DATE
AS REQUIRED BY LAW AND (B) NO ADDITIONAL LIBOR RATE LOANS SHALL BE MADE UNTIL
SUCH CIRCUMSTANCE IS CURED.
(IV)
IF, FOR ANY REASON, A LIBOR RATE LOAN IS PAID PRIOR TO THE LAST
BUSINESS DAY OF ANY INTEREST PERIOD OR IF A LIBOR RATE LOAN DOES NOT OCCUR ON A
15
DATE SPECIFIED BY THE REQUESTING BORROWER IN ITS REQUEST (OTHER THAN AS A RESULT
OF A DEFAULT BY LENDER), EACH BORROWER AGREES TO INDEMNIFY LENDER AGAINST ANY
LOSS (INCLUDING ANY LOSS ON REDEPLOYMENT OF THE DEPOSITS OR OTHER FUNDS ACQUIRED
BY LENDER TO FUND OR MAINTAIN SUCH LIBOR RATE LOAN) COST OR EXPENSE INCURRED BY
LENDER AS A RESULT OF SUCH PREPAYMENT.
(V)
IF ANY REGULATORY CHANGE (WHETHER OR NOT HAVING THE FORCE OF LAW)
SHALL (A) IMPOSE, MODIFY OR DEEM APPLICABLE ANY ASSESSMENT, RESERVE, SPECIAL
DEPOSIT OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, OR DEPOSITS IN OR FOR THE
ACCOUNT OF OR LOANS BY, OR ANY OTHER ACQUISITION OF FUNDS OR DISBURSEMENTS BY,
LENDER; (B) SUBJECT LENDER OR THE LIBOR RATE LOANS TO ANY TAX OR CHANGE THE
BASIS OF TAXATION OF PAYMENTS TO LENDER OF PRINCIPAL OR INTEREST DUE FROM A
BORROWER TO LENDER HEREUNDER (OTHER THAN A CHANGE IN THE TAXATION OF THE OVERALL
NET INCOME OF LENDER); OR (C) IMPOSE ON LENDER ANY OTHER CONDITION REGARDING THE
LIBOR RATE LOANS OR LENDER'S FUNDING THEREOF, AND LENDER SHALL DETERMINE (WHICH
DETERMINATION SHALL BE CONCLUSIVE, ABSENT ANY MANIFEST ERROR) THAT THE RESULT OF
THE FOREGOING IS TO INCREASE THE COST TO LENDER OF MAKING OR MAINTAINING THE
LIBOR RATE LOANS OR TO REDUCE THE AMOUNT OF PRINCIPAL OR INTEREST RECEIVED BY
LENDER HEREUNDER, THEN BORROWERS SHALL PAY TO LENDER, ON DEMAND, SUCH ADDITIONAL
AMOUNTS AS LENDER SHALL, FROM TIME TO TIME, DETERMINE ARE SUFFICIENT TO
COMPENSATE AND INDEMNIFY LENDER FROM SUCH INCREASED COST OR REDUCED AMOUNT.
(VI)
LENDER SHALL RECEIVE PAYMENTS OF AMOUNTS OF PRINCIPAL OF AND
INTEREST