LAW MAKES IT UNLAWFUL, OR ANY
GOVERNMENTAL AUTHORITY ASSERTS THAT IT IS UNLAWFUL, FOR THE LENDER TO MAKE OR
CONTINUE ANY LOAN AT THE LIBOR RATE, THE OBLIGATIONS OF THE LENDER TO MAKE OR
CONTINUE ANY SUCH LOAN AT THE LIBOR RATE SHALL, UPON SUCH DETERMINATION,
FORTHWITH BE SUSPENDED UNTIL THE LENDER SHALL NOTIFY THE BORROWERS THAT THE
CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST, AND ALL OUTSTANDING LOANS
AT THE LIBOR RATE PAYABLE TO THE LENDER SHALL AUTOMATICALLY
31
CONVERT INTO LOANS AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE PLUS
0.50% PLUS THE APPLICABLE MARGIN AT THE END OF THE THEN CURRENT INTEREST PERIODS
WITH RESPECT THERETO OR SOONER, IF REQUIRED BY SUCH LAW OR ASSERTION.
SECTION 2.11
DEPOSITS UNAVAILABLE.
IF THE LENDER
SHALL HAVE DETERMINED THAT
(A)
DOLLAR DEPOSITS IN THE RELEVANT AMOUNT AND
FOR THE RELEVANT INTEREST PERIOD ARE NOT AVAILABLE TO IT IN ITS RELEVANT MARKET;
OR
(B)
BY REASON OF CIRCUMSTANCES AFFECTING IT'S
RELEVANT MARKET, ADEQUATE MEANS DO NOT EXIST FOR ASCERTAINING THE INTEREST RATE
APPLICABLE HEREUNDER TO LOANS;
then, upon notice from the Lender to each Borrower, the obligations of the
Lender under Section 2.3 and Section 2.4 of this Agreement to make or continue
any Loans at the LIBOR Rate shall forthwith be suspended until the Lender shall
notify each Borrower that the circumstances causing such suspension no longer
exist.
SECTION 2.12
INCREASED LIBOR RATE LOAN COSTS,
ETC.
(A)
EACH BORROWER AGREES TO REIMBURSE THE
LENDER FOR ANY INCREASE IN THE COST TO THE LENDER OF, OR ANY REDUCTION IN THE
AMOUNT OF ANY SUM RECEIVABLE BY THE LENDER IN RESPECT OF, THE MAKING OF LOANS
HEREUNDER (INCLUDING THE MAKING, CONTINUING OR MAINTAINING (OR OF ITS OBLIGATION
TO MAKE OR CONTINUE) ANY LOANS AT THE LIBOR RATE) THAT ARISE IN CONNECTION WITH
ANY CHANGE IN, OR THE INTRODUCTION, ADOPTION, EFFECTIVENESS, INTERPRETATION,
REINTERPRETATION OR PHASE-IN AFTER THE CLOSING DATE OF, ANY LAW OR REGULATION,
DIRECTIVE, GUIDELINE, DECISION OR REQUEST (WHETHER OR NOT HAVING THE FORCE OF
LAW) OF ANY GOVERNMENTAL AUTHORITY, EXCEPT FOR SUCH CHANGES WITH RESPECT TO
INCREASED CAPITAL COSTS AND TAXES.
THE LENDER SHALL PROMPTLY NOTIFY EACH
BORROWER IN WRITING OF THE OCCURRENCE OF ANY SUCH EVENT, STATING THE REASONS
THEREFOR AND THE ADDITIONAL AMOUNT REQUIRED FULLY TO COMPENSATE THE LENDER FOR
SUCH INCREASED COST OR REDUCED AMOUNT.
SUCH ADDITIONAL AMOUNTS SHALL BE PAYABLE
BY THE BORROWERS DIRECTLY TO THE LENDER WITHIN FIVE DAYS OF ITS RECEIPT OF SUCH
NOTICE, AND SUCH NOTICE SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE
AND BINDING ON EACH BORROWER.
(B)
A CERTIFICATE OF THE LENDER SETTING FORTH
THE AMOUNT OR AMOUNTS NECESSARY TO COMPENSATE THE LENDER AND SETTING FORTH IN
REASONABLE DETAIL THE MANNER IN WHICH SUCH AMOUNT OR AMOUNTS WERE DETERMINED
SHALL BE DELIVERED TO THE BORROWERS AND SHALL BE CONCLUSIVE ABSENT MANIFEST
ERROR.
THE BORROWERS SHALL PAY THE LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH
CERTIFICATE WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT THEREOF.
(C)