AMOUNTS, UNLESS SUCH
LENDER IS IMPOSING SIMILAR TYPES OF ASSESSMENTS ON OTHER SIMILARLY SITUATED
BORROWERS.
A CERTIFICATE 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, SAVE FOR MANIFEST ERROR, BE PRESUMPTIVE EVIDENCE OF THE MATTERS SET FORTH
THEREIN.
EACH LENDER AGREES THAT, AS PROMPTLY AS PRACTICABLE AFTER IT BECOMES
AWARE OF ANY CIRCUMSTANCES REFERRED TO ABOVE WHICH WOULD RESULT IN ANY SUCH COST
OR REDUCTION, THE AFFECTED LENDER SHALL, TO THE EXTENT NOT INCONSISTENT WITH
SUCH LENDER'S INTERNAL POLICIES OF GENERAL APPLICATION, USE REASONABLE
COMMERCIAL EFFORTS TO MINIMIZE THE REDIRECT RATE OF RETURN, COSTS AND EXPENSES
INCURRED BY IT AND PAYABLE TO IT BY BORROWER PURSUANT TO THIS SECTION 2.8(A).
(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) AFTER THE DATE HEREOF SHALL MAKE IT UNLAWFUL, OR ANY
CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY SHALL ASSERT THAT IT IS UNLAWFUL,
FOR ANY LENDER TO AGREE 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 OPINION, ADVERSELY AFFECTING IT OR ITS TERM LOAN 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 MAKE OR TO CONTINUE
TO FUND OR MAINTAIN LIBOR LOAN SHALL TERMINATE AND (II) BORROWER SHALL, AT THE
END OF EACH RESPECTIVE LIBOR PERIOD, REPAY EACH OUTSTANDING LIBOR LOAN OF SUCH
LENDER OR CONVERT SUCH LIBOR LOAN INTO INDEX RATE LOAN; PROVIDED THAT IF THE
CONTINUED EXISTENCE OF ANY SUCH LIBOR LOAN THROUGH THE END OF ITS RESPECTIVE
LIBOR PERIOD IS ILLEGAL, THEN BORROWER SHALL FORTHWITH PREPAY IN FULL EACH SUCH
OUTSTANDING LIBOR LOAN OWING BY BORROWER TO SUCH LENDER, TOGETHER WITH INTEREST
ACCRUED THEREON, UNLESS BORROWER, ON BEHALF OF LENDER, WITHIN FIVE (5) BUSINESS
DAYS AFTER THE DELIVERY OF SUCH NOTICE AND DEMAND, CONVERTS ALL LIBOR LOAN INTO
INDEX RATE LOAN. 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 TO ANY SUCH 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 SUCH AFFECTED LENDERS, ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH
LENDERS FOR SUCH INCREASED COST;
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PROVIDED THAT BORROWER SHALL NOT BE LIABLE TO PAY FOR ANY SUCH AMOUNTS INCURRED
OR ACCRUED