COMPLY THEREWITH WOULD BE
UNLAWFUL) FROM ANY CENTRAL BANK OR GOVERNMENTAL AGENCY OR BODY HAVING
JURISDICTION DOES OR SHALL HAVE THE EFFECT OF INCREASING THE AMOUNT OF CAPITAL,
RESERVES OR OTHER FUNDS REQUIRED TO BE MAINTAINED BY SUCH LENDER OR ANY
CORPORATION CONTROLLING SUCH LENDER AND THEREBY REDUCING THE RATE OF RETURN ON
SUCH LENDER'S OR SUCH CORPORATION'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS
HEREUNDER, THEN BORROWER SHALL FROM TIME TO TIME WITHIN FIFTEEN (15) DAYS AFTER
NOTICE AND DEMAND FROM SUCH LENDER (TOGETHER WITH THE CERTIFICATE REFERRED TO IN
THE NEXT SENTENCE AND WITH A COPY TO AGENT) PAY TO AGENT, FOR THE ACCOUNT OF
SUCH LENDER, ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH LENDER FOR SUCH
REDUCTION.
A CERTIFICATE IN REASONABLE DETAIL AS TO THE AMOUNT OF SUCH COST AND
SHOWING THE BASIS OF THE COMPUTATION OF SUCH COST SUBMITTED BY SUCH LENDER TO
BORROWER AND AGENT SHALL, ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND
BINDING FOR ALL PURPOSES.
(B)
INCREASED LIBOR FUNDING COSTS; ILLEGALITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF THE INTRODUCTION
OF OR ANY CHANGE IN ANY LAW, RULE, REGULATION, TREATY OR DIRECTIVE (OR ANY
CHANGE IN THE INTERPRETATION THEREOF) SHALL MAKE IT UNLAWFUL, OR ANY CENTRAL
BANK OR OTHER GOVERNMENTAL AUTHORITY SHALL ASSERT THAT IT IS UNLAWFUL, FOR ANY
LENDER TO
18
AGREE TO MAKE OR TO MAKE OR TO CONTINUE TO FUND OR MAINTAIN ANY LIBOR LOAN,
THEN, UNLESS THAT LENDER IS ABLE TO MAKE OR TO CONTINUE TO FUND OR TO MAINTAIN
SUCH LIBOR LOAN AT ANOTHER BRANCH OR OFFICE OF THAT LENDER WITHOUT, IN THAT
LENDER'S GOOD-FAITH OPINION, ADVERSELY AFFECTING IT OR ITS LOANS OR THE INCOME
OBTAINED THEREFROM, ON NOTICE THEREOF AND DEMAND THEREFOR BY SUCH LENDER TO
BORROWER THROUGH AGENT, (I) THE OBLIGATION OF SUCH LENDER TO AGREE TO MAKE OR TO
CONTINUE TO FUND OR MAINTAIN LIBOR LOANS SHALL TERMINATE UNTIL SUCH TIME AS SUCH
CONDITION NO LONGER EXISTS IN SUCH LENDER'S GOOD-FAITH OPINION (IT BEING
UNDERSTOOD AND AGREED THAT BORROWER SHALL NOT BE REQUIRED TO PAY ANY LIBOR
BREAKAGE COSTS WITH RESPECT TO ANY LOANS OF SUCH LENDER TERMINATED OR CONVERTED
IN SUCH CIRCUMSTANCES) AND (II) BORROWER SHALL FORTHWITH PREPAY IN FULL ALL
OUTSTANDING LIBOR LOANS OWING TO SUCH LENDER, TOGETHER WITH INTEREST ACCRUED
THEREON, UNLESS BORROWER, WITHIN TEN (10) BUSINESS DAYS AFTER THE DELIVERY OF
SUCH NOTICE AND DEMAND, CONVERTS ALL LIBOR LOANS INTO INDEX RATE LOANS. IF,
AFTER THE DATE HEREOF, THE INTRODUCTION OF, CHANGE IN OR INTERPRETATION OF ANY
LAW, RULE, REGULATION, TREATY OR DIRECTIVE WOULD IMPOSE OR INCREASE RESERVE
REQUIREMENTS (OTHER THAN AS TAKEN INTO ACCOUNT IN THE DEFINITION OF LIBOR) OR
OTHERWISE INCREASE THE COST (OTHER THAN ANY TAXES DESCRIBED IN SECTION 1.12) TO
ANY LENDER OF MAKING OR MAINTAINING A LIBOR LOAN, THEN BORROWER SHALL FROM TIME
TO TIME WITHIN FIFTEEN (15) DAYS AFTER NOTICE AND DEMAND FROM AGENT TO BORROWER
(TOGETHER WITH THE CERTIFICATE REFERRED TO IN THE NEXT SENTENCE) PAY TO AGENT,
FOR THE ACCOUNT OF ALL