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.
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
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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 shall promptly pay Lender, upon demand, any
additional amounts necessary to compensate Lender for such additional cost or
reduced amount receivable which Lender deems to be material as determined by
Lender. If Lender becomes entitled to claim any additional amounts pursuant to
this Section 2.3(f)(iv), Lender