TREATY, GOVERNMENTAL (OR QUASI-GOVERNMENTAL) RULE, REGULATION, GUIDELINE OR
ORDER REGARDING CAPITAL ADEQUACY, RESERVE REQUIREMENTS OR SIMILAR REQUIREMENTS
OR COMPLIANCE BY ANY LENDER OR ANY CORPORATION CONTROLLING SUCH LENDER WITH ANY
REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY, RESERVE REQUIREMENTS OR SIMILAR
REQUIREMENTS (WHETHER OR NOT HAVING THE FORCE OF LAW AND WHETHER OR NOT FAILURE
TO 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; PROVIDED THAT THE RESPECTIVE LENDER
SHALL NOT BE ENTITLED TO RECEIVE ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION
1.8(A) FOR PERIODS PRIOR TO THE 180TH DAY BEFORE THE RECEIPT OF SUCH NOTICE AND
DEMAND.
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, 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 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
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 MAKE OR TO CONTINUE TO
FUND OR MAINTAIN LIBOR LOANS SHALL TERMINATE AND (II) BORROWER SHALL FORTHWITH
PREPAY IN FULL ALL OUTSTANDING LIBOR LOANS OWING TO SUCH LENDER, TOGETHER WITH
INTEREST ACCRUED THEREON, UNLESS BORROWER, WITHIN FIVE (5) 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) AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE
COST TO AGENT OR ANY SUCH LENDER OF