TO THIS SUBSECTION FOR ANY FOREIGN TAXES, INCREASED COST OR REDUCTION
IN AMOUNTS RECEIVED OR RECEIVABLE HEREUNDER, OR ANY REDUCED RATE OF RETURN,
WHICH WAS INCURRED OR WHICH ACCRUED MORE THAN NINETY (90) DAYS BEFORE THE DATE
ADMINISTRATIVE AGENT (FOR ITSELF AND/OR ON BEHALF OF ANY LENDER) NOTIFIED
BORROWER OF THE CHANGE IN LAW OR OTHER CIRCUMSTANCE ON WHICH SUCH CLAIM OF
COMPENSATION IS BASED AND DELIVERED TO BORROWER A WRITTEN STATEMENT SETTING
FORTH IN REASONABLE DETAIL THE BASIS FOR CALCULATING THE ADDITIONAL AMOUNTS OWED
TO ADMINISTRATIVE AGENT AND/OR SUCH LENDER, AS APPLICABLE, UNDER THIS
SUBSECTION, WHICH STATEMENT SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES
HERETO ABSENT MANIFEST ERROR.
(X)
ADMINISTRATIVE AGENT AND LENDERS WILL USE REASONABLE EFFORTS (CONSISTENT WITH
LEGAL AND REGULATORY RESTRICTIONS) TO MAINTAIN THE AVAILABILITY OF THE LIBOR
LOAN AND TO AVOID OR REDUCE ANY INCREASED OR ADDITIONAL COSTS PAYABLE BY
BORROWER UNDER THIS SUBSECTION, INCLUDING, IF REQUESTED BY BORROWER, A TRANSFER
OR ASSIGNMENT OF THE LOAN TO A BRANCH, OFFICE OR AFFILIATE OF THE APPLICABLE
LENDER IN ANOTHER JURISDICTION, OR A REDESIGNATION OF ITS LENDING OFFICE WITH
RESPECT TO THE LOAN, IN ORDER TO MAINTAIN THE AVAILABILITY OF THE LIBOR LOAN OR
TO AVOID OR REDUCE SUCH INCREASED OR ADDITIONAL COSTS, PROVIDED THAT THE
TRANSFER OR ASSIGNMENT OR REDESIGNATION (A) WOULD NOT RESULT IN ANY ADDITIONAL
COSTS, EXPENSES OR RISK TO LENDER THAT ARE NOT REIMBURSED BY BORROWER AND (B)
WOULD NOT BE DISADVANTAGEOUS IN ANY OTHER RESPECT TO THE APPLICABLE LENDER AS
DETERMINED BY SUCH LENDER IN ITS SOLE DISCRETION EXERCISED IN GOOD FAITH.
32
(XI)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BORROWER SHALL BE
PERMITTED TO REPLACE ANY LENDER THAT IS UNABLE TO MAINTAIN THE LOAN AS A LIBOR
LOAN
OR REQUESTS REIMBURSEMENT FOR AMOUNTS OWING PURSUANT TO SECTION 2.5(C)(V)
OR SECTION 2.5(C)(VII), PROVIDED
THAT (I) SUCH REPLACEMENT DOES NOT CONFLICT
WITH ANY LEGAL REQUIREMENTS, (II) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING AT THE TIME OF SUCH REPLACEMENT, (III) THE REPLACEMENT FINANCIAL
INSTITUTION SHALL PURCHASE, AT PAR, SUCH LENDER'S PRO RATA SHARE AND OTHER
AMOUNTS OWING TO SUCH REPLACED LENDER ON OR PRIOR TO THE DATE OF REPLACEMENT,
(IV) THE REPLACEMENT FINANCIAL INSTITUTION, IF NOT ALREADY A LENDER, SHALL BE
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT (UNLESS ADMINISTRATIVE AGENT IS
THE LENDER BEING REPLACED), (V) THE BORROWER SHALL PAY ALL ADDITIONAL AMOUNTS OR
INCREASED COSTS (IF ANY) REQUIRED PURSUANT TO SECTION 2.5(C)(V) OR
SECTION 2.5(C)(VII) IN RESPECT OF ANY PERIOD PRIOR TO THE DATE ON WHICH SUCH
REPLACEMENT SHALL BE CONSUMMATED AND FOR WHICH BORROWER RECEIVED TIMELY NOTICE
HEREOF IN ACCORDANCE WITH SAID PROVISIONS, (VI) ANY SUCH REPLACEMENT SHALL NOT
BE DEEMED TO BE A WAIVER OF ANY RIGHTS THAT THE BORROWER, ADMINISTRATIVE AGENT
OR ANY OTHER LENDER SHALL HAVE AGAINST THE REPLACED LENDER; (VII) IN THE CASE OF
ANY SUCH REPLACEMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER
SECTION 2.5(C)(V) OR (VII), SUCH REPLACEMENT WILL RESULT IN A REDUCTION OF SUCH
COMPENSATION OR PAYMENTS THEREUNDER; AND (VIII)