SIMILAR REQUIREMENTS (WHETHER OR NOT HAVING
THE FORCE OF LAW AND
19
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 BE
OBLIGATED, FROM TIME TO TIME WITHIN 15 DAYS AFTER NOTICE AND DEMAND FROM SUCH
LENDER (TOGETHER WITH THE CERTIFICATE REFERRED TO IN THE NEXT SENTENCE AND WITH
A COPY TO ADMINISTRATIVE AGENT), TO PAY TO ADMINISTRATIVE 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 AND
ADMINISTRATIVE AGENT SHALL, ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND
BINDING FOR ALL PURPOSES.
THERE IS NO LIMITATION ON THE NUMBER OF TIMES SUCH A
CERTIFICATE MAY BE SUBMITTED; PROVIDED THAT ANY SUCH CERTIFICATE MAY NOT SEEK
INCREASED COSTS FOR ANY PERIOD PRIOR TO THE DATE THAT IS SIX (6) MONTHS PRIOR TO
THE DATE OF SUCH CERTIFICATE.
1.12
OPTIONAL PREPAYMENT/REPLACEMENT OF LENDER IN
RESPECT OF INCREASED COSTS OR DEFAULTED LENDERS.
WITHIN 15 DAYS AFTER RECEIPT
BY BORROWER OF WRITTEN NOTICE AND DEMAND FROM ANY LENDER FOR PAYMENT OF
ADDITIONAL COSTS AS PROVIDED IN SUBSECTIONS 1.11, 1.13 OR 1.14 OR IF IT BECOMES
ILLEGAL OR IMPOSSIBLE FOR ANY LENDER TO CONTINUE TO FUND OR TO MAKE LIBOR LOANS
PURSUANT TO SUBSECTION 1.10(B), AS A RESULT OF ANY CONDITION DESCRIBED IN ANY OF
SUCH SUBSECTIONS, OR IF ANY LENDER IS A DEFAULTING LENDER (ANY SUCH LENDER, AN
"AFFECTED LENDER") THEN, UNLESS SUCH LENDER HAS THERETOFORE REMOVED OR CURED THE
CONDITIONS CREATING THE CAUSE FOR SUCH OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS
OR FOR SUCH ILLEGALITY OR IMPOSSIBILITY, OR HAS CEASED TO BE A DEFAULTING
LENDER, BORROWER MAY, AT ITS OPTION, NOTIFY ADMINISTRATIVE AGENT AND SUCH
AFFECTED LENDER OF ITS INTENTION TO DO ONE OF THE FOLLOWING:
(A)
BORROWER MAY OBTAIN, AT BORROWER'S EXPENSE, A
REPLACEMENT LENDER ("REPLACEMENT LENDER") FOR SUCH AFFECTED LENDER, WHICH
REPLACEMENT LENDER SHALL BE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT.
IN
THE EVENT BORROWER OBTAINS A REPLACEMENT LENDER WITHIN 90 DAYS FOLLOWING NOTICE
OF ITS INTENTION TO DO SO, THE AFFECTED LENDER SHALL SELL AND ASSIGN ITS LOANS
AND ITS OBLIGATIONS UNDER THE LOAN COMMITMENTS TO SUCH REPLACEMENT LENDER AT A
PRICE (INCLUDING ACCRUED INTEREST) THAT IS REASONABLY ACCEPTABLE TO THE AFFECTED
LENDER AND THE REPLACEMENT LENDER (IT BEING AGREED THAT AN ASSIGNMENT AT PAR
(PLUS ACCRUED INTEREST) OR A HIGHER PRICE IS DEEMED TO BE ACCEPTABLE), PROVIDED
THAT BORROWER HAS REIMBURSED SUCH AFFECTED LENDER FOR ITS INCREASED COSTS FOR
WHICH IT IS ENTITLED TO REIMBURSEMENT UNDER THIS AGREEMENT THROUGH THE DATE