TO SECTION 2.3(D) HEREOF, IF APPLICABLE) UNTIL THE MATURITY
DATE OR UNTIL ANY EARLIER DATE ON WHICH A LIBOR RATE SHALL BECOME EFFECTIVE FOR
SUCH LOAN PORTION(S) PURSUANT TO SECTION 2.3 HEREOF FOLLOWING THE GIVING OF
NOTICE BY AGENT TO BORROWER THAT THE CONDITIONS REFERRED TO IN THIS
SECTION 2.11(A) NO LONGER EXIST; PROVIDED, HOWEVER, THAT AGENT'S FAILURE TO SO
NOTIFY BORROWER OF SUCH CESSATION SHALL NOT BE DEEMED A BREACH BY AGENT OF ANY
TERM OF THIS LOAN AGREEMENT OR OTHERWISE LIMIT THE OBLIGATIONS OF BORROWER OR
ANY OTHER PERSON UNDER THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(B)
ILLEGALITY.
IN THE EVENT THAT AT ANY TIME WHILE ANY LOAN
PORTION BEARS INTEREST AT A LIBOR RATE, ANY LENDER DETERMINES IN GOOD FAITH
(WHICH DETERMINATION SHALL BE CONCLUSIVE AND BINDING ON BORROWER) THAT IT SHALL
BECOME ILLEGAL FOR SUCH LENDER TO MAINTAIN THE LOAN OR A PORTION THEREOF ON THE
BASIS OF ONE OR MORE LIBOR RATES, AGENT SHALL PROMPTLY AFTER RECEIVING NOTICE
THEREOF FROM SUCH LENDER GIVE NOTICE OF SUCH FACT TO BORROWER, AND THE OPTION TO
ELECT, TO CONVERT TO OR TO CONTINUE THE APPLICABLE INTEREST RATE ON ANY LOAN
PORTION AS A LIBOR RATE SHALL BE SUSPENDED UNTIL SUCH TIME AS SUCH CONDITION
SHALL NO LONGER EXIST. IN THE CASE OF ANY EXISTING LOAN PORTION(S) AFFECTED BY
THE CIRCUMSTANCES DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE, THE
APPLICABLE INTEREST RATE ON SUCH LOAN PORTION(S) SHALL BE CONVERTED
AUTOMATICALLY TO THE BASE RATE (UNLESS SUCH LENDER DETERMINES THAT SUCH
CONVERSION IS NOT REQUIRED WITH RESPECT TO ANY SUCH LOAN PORTION(S)) AND SHALL
BE PAYABLE AT THE BASE RATE IN THE SAME MANNER AS PROVIDED IN
SECTION 2.11(A) HEREOF. NOTWITHSTANDING THE FOREGOING, SUCH LENDER SHALL, AS
PROMPTLY AS PRACTICABLE, AT BORROWER'S SOLE REASONABLE COST AND EXPENSE, MAKE
REASONABLE EFFORTS TO DESIGNATE ANOTHER LENDING BRANCH OR AGENCY OF SUCH LENDER
TO MAINTAIN ITS SHARE OF THE LOAN IF SUCH DESIGNATION WOULD ENABLE IT TO
LAWFULLY HONOR ITS OBLIGATION TO MAKE OR MAINTAIN ITS SHARE OF THE LOAN AND
WOULD NOT, IN THE GOOD FAITH OPINION OF SUCH LENDER OR AGENT, RESULT IN ANY
ADVERSE ECONOMIC, TAX, LEGAL OR REGULATORY CONSEQUENCES FOR, OR OTHERWISE BE
DISADVANTAGEOUS TO, SUCH LENDER OR AGENT OR SUCH LENDING BRANCH OR AGENCY.
SECTION 2.12.
INCREASED COSTS AND CAPITAL ADEQUACY.
(A)
BORROWER AGREES TO PAY AGENT ADDITIONAL AMOUNTS AS AGENT SHALL
DETERMINE IN GOOD FAITH WILL BE SUFFICIENT TO COMPENSATE LENDERS FOR INCREASED
COSTS INCURRED IN MAINTAINING THE LOAN OR ANY PORTION THEREOF OUTSTANDING OR FOR
THE REDUCTION OF ANY AMOUNTS RECEIVED OR RECEIVABLE ARISING AS A RESULT OF ANY
CHANGE IN ANY APPLICABLE LAW, REGULATION OR TREATY, OR IN THE INTERPRETATION OR
ADMINISTRATION THEREOF AFTER THE CLOSING DATE BY ANY DOMESTIC OR FOREIGN
GOVERNMENTAL AUTHORITY CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF
(WHETHER OR NOT HAVING THE FORCE OF LAW), OR BY ANY DOMESTIC OR FOREIGN COURT
(COLLECTIVELY, A "CHANGE IN LAW") (I) CHANGING THE BASIS OF TAXATION OF PAYMENTS
TO ANY LENDER (OTHER THAN