SUCH AFFECTED LENDER
SHALL MAKE ITS PRO RATA SHARE OF SUCH TYPE OF LIBOR LOAN AS A BASE RATE LOAN OR
SUCH OTHER TYPE OF LOAN AS PERMITTED BY ADMINISTRATIVE AGENT.
ANY LENDER MAY,
IN ITS SOLE DISCRETION, WAIVE THE BENEFITS AND PROVISIONS OF THIS SUBSECTION
WITH RESPECT TO ANY PROPOSED LIBOR INTEREST PERIOD.
(B)
IF THE INTRODUCTION OF, OR ANY CHANGE IN, ANY
APPLICABLE LAW OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY
ANY GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE
INTERPRETATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY LENDER WITH ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH
GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY, IN EACH CASE
OCCURRING AFTER THE CLOSING DATE, SHALL MAKE IT UNLAWFUL OR IMPOSSIBLE FOR ONE
OR MORE LENDERS TO HONOR ITS OBLIGATIONS HEREUNDER TO MAKE OR MAINTAIN ANY LIBOR
LOAN, SUCH LENDER SHALL PROMPTLY GIVE NOTICE THEREOF TO ADMINISTRATIVE AGENT,
AND ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE NOTICE THEREOF TO BORROWER AND ALL
OTHER LENDERS.
THEREAFTER, UNTIL SUCH LENDER OR LENDERS NOTIFY ADMINISTRATIVE
AGENT, AND ADMINISTRATIVE AGENT NOTIFIES BORROWER AND THE OTHER LENDERS THAT
SUCH CIRCUMSTANCES NO LONGER EXIST, (I) THE OBLIGATIONS OF SUCH LENDER OR
LENDERS TO MAKE LIBOR LOANS AND THE RIGHT OF BORROWER TO CONVERT ANY LOAN OF
SUCH LENDER OR LENDERS TO A LIBOR LOAN OR CONTINUE ANY LOAN OF SUCH LENDER OR
LENDERS AS A LIBOR LOAN SHALL BE SUSPENDED AND (II) IF ANY LENDER MAY NOT
LAWFULLY CONTINUE TO MAINTAIN A LIBOR LOAN TO THE END OF THE THEN CURRENT LIBOR
INTEREST PERIOD APPLICABLE THERETO, SUCH LOAN SHALL IMMEDIATELY BE CONVERTED TO
THE BASE RATE LOAN.
1.11
CAPITAL ADEQUACY AND OTHER ADJUSTMENTS.
(A)
IF AFTER THE CLOSING DATE THERE OCCURS THE
INTRODUCTION, OR CHANGE IN THE INTERPRETATION OF, ANY LAW, RULE, OR REGULATION
THE EFFECT OF WHICH WOULD INCREASE THE RESERVE REQUIREMENT OR OTHERWISE INCREASE
THE COST TO ANY LENDER OF MAKING OR MAINTAINING A LIBOR LOAN, THEN
ADMINISTRATIVE AGENT, ON BEHALF OF ALL AFFECTED LENDERS, SHALL SUBMIT A
CERTIFICATE TO BORROWER SETTING FORTH THE AMOUNT AND DEMONSTRATING THE
CALCULATION OF SUCH INCREASED COST. BORROWER SHALL BE OBLIGATED TO PAY THE
AMOUNT OF SUCH INCREASED COST TO ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
AFFECTED LENDERS WITHIN 15 DAYS AFTER RECEIPT OF SUCH CERTIFICATE.
SUCH
CERTIFICATE 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.
(B)
IN THE EVENT THAT THE ADOPTION AFTER 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