NOTES TO THAT LENDER AND MAY
RELY ON THE LOAN ACCOUNT AS EVIDENCE OF THE AMOUNT OF OBLIGATIONS FROM TIME TO
TIME OWING TO IT.
1.8.
YIELD PROTECTION.
(A)
CAPITAL ADEQUACY AND OTHER ADJUSTMENTS.
IN
THE EVENT THAT ANY LENDER SHALL HAVE DETERMINED THAT THE ADOPTION OR
IMPLEMENTATION AFTER THE DATE HEREOF OF ANY LAW, TREATY, DIRECTIVE, GOVERNMENTAL
(OR QUASI-GOVERNMENTAL) RULE, REGULATION, GUIDELINE OR ORDER, OR ANY CHANGE IN
(OR THE INTERPRETATION, ADMINISTRATION OR APPLICATION OF) ANY OF THE SAME
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), IN EACH CASE ADOPTED OR
15
IMPLEMENTED AFTER THE CLOSING DATE, 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 AGAINST COMMITMENTS MADE BY IT
UNDER THIS AGREEMENT IN CONNECTION WITH THE MAKING OR FINANCING OF THE REVOLVING
LOAN 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 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, ADMINISTRATION OR APPLICATION 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 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
LIBOR 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) EACH SUCH LIBOR LOAN SHALL AUTOMATICALLY BE
CONVERTED INTO AN INDEX RATE LOAN.
IF, AFTER THE DATE HEREOF, THE INTRODUCTION
OF, CHANGE IN OR INTERPRETATION OF ANY