RESPECT TO NON-EXCLUDED TAXES BY REASON OF SUCH FAILURE; PROVIDED,
HOWEVER, THAT SHOULD THE LENDER BECOME SUBJECT TO NON-EXCLUDED TAXES BECAUSE OF
ITS FAILURE TO DELIVER A FORM, CERTIFICATE OR OTHER DOCUMENT REQUIRED HEREUNDER,
THE BORROWERS SHALL TAKE SUCH STEPS, AT THE SOLE EXPENSE OF THE LENDER, AS THE
LENDER SHALL REASONABLY REQUEST TO ASSIST THE LENDER IN RECOVERING SUCH
NON-EXCLUDED TAXES.
(I)
THE LENDER HEREBY AGREES THAT, UPON THE
OCCURRENCE OF ANY CIRCUMSTANCES ENTITLING THE LENDER TO ADDITIONAL AMOUNTS
PURSUANT TO THIS SECTION, THE LENDER SHALL USE REASONABLE EFFORTS (CONSISTENT
WITH ITS INTERNAL POLICY AND LEGAL AND REGULATORY RESTRICTIONS), AT THE SOLE
EXPENSE OF THE BORROWERS, TO DESIGNATE A DIFFERENT APPLICABLE LENDING OFFICE IF
THE MAKING OF SUCH A CHANGE WOULD AVOID THE NEED FOR, OR MATERIALLY REDUCE THE
AMOUNT OF, ANY SUCH ADDITIONAL AMOUNTS THAT MAY THEREAFTER ACCRUE AND WOULD NOT
BE, IN THE SOLE JUDGMENT OF THE LENDER, LEGALLY INADVISABLE OR COMMERCIALLY OR
OTHERWISE DISADVANTAGEOUS TO THE LENDER IN ANY RESPECT.
(J)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF THE BORROWERS HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF
THE BORROWERS CONTAINED IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
NOTHING CONTAINED IN THIS SECTION SHALL REQUIRE THE LENDER TO MAKE
AVAILABLE ANY OF ITS TAX RETURNS OR ANY OTHER INFORMATION THAT IT DEEMS TO BE
CONFIDENTIAL OR PROPRIETARY.
SECTION 2.05
LIMITATION ON TYPES OF LOANS;
ILLEGALITY.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, IF, ON OR PRIOR TO
THE DETERMINATION OF ANY LIBOR RATE:
THE LENDER DETERMINES, WHICH DETERMINATION
SHALL BE CONCLUSIVE, THAT QUOTATIONS OF INTEREST RATES FOR THE RELEVANT DEPOSITS
REFERRED TO IN THE DEFINITION OF "LIBOR RATE" IN SECTION 1.01 OF THIS AGREEMENT
ARE NOT BEING PROVIDED IN THE RELEVANT AMOUNTS OR FOR THE RELEVANT MATURITIES
FOR PURPOSES OF DETERMINING RATES OF INTEREST FOR LOANS AS PROVIDED HEREIN; OR
(A)
THE LENDER DETERMINES, WHICH DETERMINATION
SHALL BE CONCLUSIVE, THAT THE RELEVANT RATE OF INTEREST REFERRED TO IN THE
DEFINITION OF "LIBOR RATE" IN SECTION 1.01 OF THIS AGREEMENT UPON THE BASIS OF
WHICH THE RATE OF INTEREST FOR LOANS IS TO BE DETERMINED IS NOT LIKELY
ADEQUATELY TO COVER THE COST TO THE LENDER OF MAKING OR MAINTAINING LOANS; OR
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(B)
IT BECOMES UNLAWFUL FOR THE LENDER TO HONOR
ITS OBLIGATION TO MAKE OR MAINTAIN LOANS HEREUNDER USING A LIBOR RATE;
then the Lender shall give the Borrowers prompt notice thereof and, so long as
such condition remains in effect, the Lender shall be under no obligation to
make additional Loans, and the Borrowers shall, either prepay all such Loans as
may be outstanding or pay interest on such Loans at a rate per annum equal to
the Federal Funds Rate plus 0.50% plus the Applicable Margin.
SECTION 2.06
REPAYMENT OF LOANS; INTEREST.
(A)
THE BORROWERS HEREBY PROMISE, JOINTLY AND
SEVERALLY, TO REPAY IN FULL ON THE TERMINATION DATE THE THEN AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS.
(B)
THE BORROWERS HEREBY PROMISE, JOINTLY AND
SEVERALLY, TO PAY TO THE