PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A LENDER OR L/C ISSUER, AS
APPLICABLE, FOR ALL PURPOSES OF THIS AGREEMENT.
INFORMATION CONTAINED IN THE
REGISTER WITH RESPECT TO ANY LENDER OR ANY L/C ISSUER SHALL BE AVAILABLE FOR
ACCESS BY BORROWER, AGENT, SUCH LENDER OR SUCH L/C ISSUER AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
NO LENDER OR L/C ISSUER
SHALL, IN SUCH CAPACITY, HAVE ACCESS TO OR BE OTHERWISE PERMITTED TO REVIEW ANY
INFORMATION IN THE REGISTER OTHER THAN INFORMATION WITH RESPECT TO SUCH LENDER
OR L/C ISSUER UNLESS OTHERWISE AGREED BY AGENT.
1.8.
YIELD PROTECTION; ILLEGALITY.
(A)
CAPITAL ADEQUACY AND OTHER ADJUSTMENTS.
IN THE EVENT THAT ANY LENDER
SHALL HAVE DETERMINED THAT THE ADOPTION AFTER THE DATE WHICH IS THE 180TH DAY
PRIOR TO THE CLOSING DATE OF ANY LAW, 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.
20
(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