GUIDELINE, REQUEST OR DIRECTIVE OF ANY SUCH GOVERNMENTAL
AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW), SHALL (I) AFFECT THE BASIS
OF TAXATION OF PAYMENTS TO LENDER PARTY OF ANY AMOUNTS PAYABLE BY BORROWER UNDER
THIS AGREEMENT (OTHER THAN TAXES IMPOSED ON THE OVERALL NET INCOME OF LENDER
PARTY), OR (II) IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT
OR SIMILAR REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF,
OR CREDIT EXTENDED BY LENDER PARTY, OR (III) IMPOSE ANY OTHER CONDITION WITH
RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS, OR (IV) AFFECT THE AMOUNT OF
CAPITAL REQUIRED OR EXPECTED TO BE MAINTAINED BY LENDER PARTY, AND THE RESULT OF
ANY OF THE FOREGOING IS TO INCREASE THE COST TO LENDER PARTY OF MAKING, FUNDING
OR MAINTAINING THE LOANS OR TO REDUCE THE AMOUNT OF ANY AMOUNT RECEIVABLE BY
LENDER PARTY THEREON, THEN BORROWER SHALL PAY TO LENDER PARTY FROM TIME TO TIME,
UPON REQUEST BY LENDER PARTY, ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE LENDER
PARTY FOR SUCH INCREASED COST OR REDUCED AMOUNT RECEIVABLE TO THE EXTENT LENDER
PARTY IS NOT COMPENSATED THEREFOR IN THE COMPUTATION OF THE INTEREST RATE
APPLICABLE TO THE LOANS.
A STATEMENT AS TO THE AMOUNT OF SUCH INCREASED COST OR
REDUCED AMOUNT RECEIVABLE, PREPARED IN GOOD FAITH AND IN REASONABLE DETAIL BY
LENDER PARTY AND SUBMITTED BY LENDER PARTY TO BORROWER, SHALL BE CONCLUSIVE AND
BINDING FOR ALL PURPOSES ABSENT MANIFEST ERROR IN COMPUTATION.
13.14
ILLEGALITY AND IMPOSSIBILITY.
IN THE EVENT THAT ANY APPLICABLE LAW
NOW OR HEREAFTER IN EFFECT AND WHETHER OR NOT PRESENTLY APPLICABLE TO LENDER
PARTY, OR ANY INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL
AUTHORITY CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF, OR
COMPLIANCE BY LENDER PARTY WITH ANY GUIDELINE, REQUEST OR DIRECTIVE OF SUCH
GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW), INCLUDING
WITHOUT LIMITATION EXCHANGE CONTROLS, SHALL MAKE IT UNLAWFUL OR IMPOSSIBLE FOR
LENDER PARTY TO MAINTAIN ANY LOAN UNDER THIS AGREEMENT, BORROWER SHALL UPON
RECEIPT OF REASONABLE NOTICE THEREOF FROM LENDER PARTY REPAY IN FULL THE THEN
OUTSTANDING PRINCIPAL AMOUNT OF SUCH LOAN, TOGETHER WITH ALL ACCRUED INTEREST
THEREON TO THE DATE OF PAYMENT AND ALL AMOUNTS OWING TO LENDER PARTY, (A) ON THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE TO SUCH LOAN IF LENDER
PARTY MAY LAWFULLY CONTINUE TO MAINTAIN SUCH LOAN TO SUCH DAY, OR
(B) IMMEDIATELY IF LENDER PARTY MAY NOT CONTINUE TO MAINTAIN SUCH LOAN TO SUCH
DAY.
13.15
ASSIGNMENTS AND PARTICIPATIONS.
(A)
EACH LENDER MAY ASSIGN TO ONE OR MORE ELIGIBLE ASSIGNEES ALL OR A
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ALL OR A PORTION OF ITS COMMITMENT OR COMMITMENTS, THE ADVANCES
OWING TO IT AND THE NOTE OR NOTES HELD BY IT); PROVIDED, HOWEVER, THAT (I) EACH
SUCH ASSIGNMENT SHALL BE OF A UNIFORM, AND NOT A VARYING, PERCENTAGE OF ALL
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(II) EXCEPT IN THE