BORROWER'S DUTY TO PAY THE OBLIGATIONS.
AGENT SHALL RENDER TO BORROWER REPRESENTATIVE A MONTHLY ACCOUNTING OF
TRANSACTIONS WITH RESPECT TO THE LOANS SETTING FORTH THE BALANCE OF THE LOAN
ACCOUNT AS TO EACH BORROWER FOR THE IMMEDIATELY PRECEDING MONTH.
UNLESS
BORROWER REPRESENTATIVE NOTIFIES AGENT IN WRITING OF ANY OBJECTION TO ANY SUCH
ACCOUNTING (SPECIFICALLY DESCRIBING THE BASIS FOR SUCH OBJECTION), WITHIN
FORTY-FIVE (45) DAYS AFTER THE DATE THEREOF, EACH AND EVERY SUCH ACCOUNTING
SHALL, ABSENT MANIFEST ERROR, BE DEEMED FINAL, BINDING AND CONCLUSIVE ON
BORROWERS IN ALL RESPECTS AS TO ALL MATTERS REFLECTED THEREIN.
ONLY THOSE ITEMS
EXPRESSLY OBJECTED TO IN SUCH NOTICE SHALL BE DEEMED TO BE DISPUTED BY
BORROWERS.
NOTWITHSTANDING ANY PROVISION HEREIN CONTAINED TO THE CONTRARY, ANY
LENDER MAY ELECT (WHICH ELECTION MAY BE REVOKED) TO DISPENSE WITH THE ISSUANCE
OF 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
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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 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 BORROWERS 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 REPRESENTATIVE
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