BE CONVERTED AUTOMATICALLY TO A PRIME RATE LOAN ON THE NEXT
SUCCEEDING PAYMENT DATE OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW.
BORROWERS HEREBY AGREE PROMPTLY TO PAY LENDER, UPON DEMAND, ANY ADDITIONAL
AMOUNTS NECESSARY TO COMPENSATE LENDER FOR ANY ACTUAL OUT-OF-POCKET 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;
PROVIDED THAT SUCH ADDITIONAL AMOUNT IS GENERALLY CHARGED BY LENDER TO OTHER
BORROWERS WITH LOANS SIMILAR TO THE LOAN.
(G)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
SECTION 2.2.3(E) HEREOF, 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 HAVING THE FORCE OF LAW HEREAFTER ISSUED FROM ANY
CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY:
(I)
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 LIBOR HEREUNDER;
(II)
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 MATERIAL AMOUNT; OR
(III)
SHALL HEREAFTER IMPOSE ON LENDER ANY OTHER
CONDITION AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE ACTUAL
OUT-OF-POCKET COST TO LENDER OF MAINTAINING LOANS OR EXTENSIONS OF CREDIT OR TO
REDUCE ANY AMOUNT RECEIVABLE HEREUNDER;
then, in any such case, Borrowers shall promptly pay Lender, upon demand, any
additional amounts necessary to compensate Lender for such additional cost or
reduced amount receivable; provided that such additional amount is generally
charged by Lender to other borrowers with loans similar to the Loan.
If Lender
becomes entitled to claim any additional amounts pursuant to this Section
2.2.3(g), Lender shall provide Borrowers with not less than ninety (90) days
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 cost or reduced amount.
(H)
EACH BORROWER AGREES TO PAY TO LENDER AND TO
HOLD LENDER HARMLESS FROM ANY ACTUAL OUT-OF-POCKET EXPENSE WHICH LENDER SUSTAINS
OR INCURS AS A CONSEQUENCE OF (I) ANY DEFAULT BY BORROWERS IN PAYMENT OF THE
PRINCIPAL OF OR INTEREST ON A LIBOR LOAN, INCLUDING, WITHOUT LIMITATION, ANY
SUCH LOSS OR EXPENSE ARISING FROM INTEREST OR FEES PAYABLE BY LENDER TO LENDERS
OF FUNDS OBTAINED BY IT IN ORDER TO MAINTAIN A LIBOR LOAN HEREUNDER, (II) ANY
PREPAYMENT (WHETHER VOLUNTARY OR MANDATORY) OF THE LIBOR LOAN