judgment of such Lender, be otherwise disadvantageous to such Lender. A
certificate as to the amount of such increased cost, submitted to the Borrowers
by such Lender, shall be conclusive and binding for all purposes, absent
manifest error.
(B)
IF, DUE TO EITHER (I) THE INTRODUCTION OF OR ANY CHANGE IN OR IN
THE INTERPRETATION OF ANY LAW OR REGULATION OR (II) THE COMPLIANCE WITH ANY
GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY
(WHETHER OR NOT HAVING THE FORCE OF LAW), THERE SHALL BE ANY INCREASE IN THE
AMOUNT OF CAPITAL REQUIRED OR EXPECTED TO BE MAINTAINED BY ANY LENDER OR ANY
CORPORATION CONTROLLING SUCH LENDER AS A RESULT OF OR BASED UPON THE EXISTENCE
OF SUCH LENDER'S COMMITMENT TO LEND HEREUNDER AND OTHER COMMITMENTS OF SUCH TYPE
(OR SIMILAR CONTINGENT OBLIGATIONS), THEN, UPON DEMAND BY SUCH LENDER OR SUCH
CORPORATION (WITH A COPY OF SUCH DEMAND TO THE ADMINISTRATIVE AGENT), THE
BORROWERS, JOINTLY AND SEVERALLY, AGREE TO PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF SUCH LENDER, FROM TIME TO TIME AS SPECIFIED BY SUCH LENDER,
ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH LENDER IN THE LIGHT OF SUCH
CIRCUMSTANCES, TO THE EXTENT THAT SUCH LENDER REASONABLY DETERMINES SUCH
INCREASE IN CAPITAL TO BE ALLOCABLE TO THE EXISTENCE OF SUCH LENDER'S COMMITMENT
TO LEND; PROVIDED, HOWEVER, THAT THE BORROWERS SHALL NOT BE RESPONSIBLE FOR
COSTS UNDER THIS SECTION 2.09(B) ARISING MORE THAN 180 DAYS PRIOR TO RECEIPT BY
THE BORROWERS OF THE DEMAND FROM THE AFFECTED LENDER PURSUANT TO THIS
SECTION 2.09(B). A CERTIFICATE AS TO SUCH AMOUNTS SUBMITTED TO THE BORROWERS BY
SUCH LENDER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST
ERROR.
(C)
IF THE REQUIRED LENDERS NOTIFY THE ADMINISTRATIVE AGENT THAT THE
EURODOLLAR RATE FOR ANY INTEREST PERIOD FOR SUCH BRIDGE LOANS WILL NOT
ADEQUATELY REFLECT THE COST TO SUCH LENDERS OF MAKING, FUNDING OR MAINTAINING
THEIR BRIDGE LOANS OR ROLLOVER LOANS, AS THE CASE MAY BE, FOR SUCH INTEREST
PERIOD, THE ADMINISTRATIVE AGENT SHALL FORTHWITH SO NOTIFY THE BORROWERS AND THE
LENDERS, WHEREUPON THE INTEREST RATE FOR THE BRIDGE LOAN OR ROLLOVER LOAN, AS
THE CASE MAY BE, WILL AUTOMATICALLY, ON THE LAST DAY OF THE THEN EXISTING
INTEREST PERIOD THEREFOR, BE DETERMINED BY THE BASE RATE AND THE INTEREST
PAYABLE ON THE BRIDGE LOAN OR THE ROLLOVER LOAN, AS THE CASE MAY BE, SHALL BE A
RATE PER ANNUM EQUAL TO THE BASE RATE IN EFFECT FROM TIME TO TIME PLUS THE
MARGIN THEN IN EFFECT UNDER SECTION 2.06(A) MINUS 1.00% (BUT IN ANY EVENT NOT IN
EXCESS OF THE FIXED RATE) UNTIL THE ADMINISTRATIVE AGENT SHALL NOTIFY THE
BORROWERS THAT SUCH LENDERS HAVE DETERMINED THAT THE CIRCUMSTANCES CAUSING SUCH
SUSPENSION NO LONGER EXIST.
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(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF THE
INTRODUCTION OF OR ANY CHANGE IN OR IN THE INTERPRETATION OF ANY LAW OR
REGULATION SHALL MAKE IT UNLAWFUL, OR ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY SHALL ASSERT THAT IT IS