the need for, or reduce the amount of, such increased cost that may
thereafter accrue and would not, in the reasonable judgment of such Lender
Party, be otherwise disadvantageous to such Lender Party. A certificate as to
the amount of such increased cost, submitted to the Borrower by such Lender
Party, 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 PARTY OR
ANY CORPORATION CONTROLLING SUCH LENDER PARTY AS A RESULT OF OR BASED UPON THE
EXISTENCE OF SUCH LENDER PARTY'S COMMITMENT TO LEND OR TO ISSUE OR PARTICIPATE
IN LETTERS OF CREDIT HEREUNDER AND OTHER COMMITMENTS OF SUCH TYPE OR THE
ISSUANCE OR MAINTENANCE OF OR PARTICIPATION IN THE LETTERS OF CREDIT (OR SIMILAR
CONTINGENT OBLIGATIONS), THEN, UPON DEMAND BY SUCH LENDER PARTY 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 PARTY, FROM TIME TO TIME AS SPECIFIED BY SUCH LENDER
PARTY, ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH LENDER PARTY IN THE
LIGHT OF SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH LENDER PARTY REASONABLY
DETERMINES SUCH INCREASE IN CAPITAL TO BE ALLOCABLE TO THE EXISTENCE OF SUCH
LENDER PARTY'S COMMITMENT TO LEND OR TO ISSUE OR PARTICIPATE IN LETTERS OF
CREDIT HEREUNDER OR TO THE ISSUANCE OR MAINTENANCE OF OR PARTICIPATION IN ANY
LETTERS OF CREDIT; PROVIDED, HOWEVER, THAT THE BORROWERS SHALL NOT BE
RESPONSIBLE FOR COSTS UNDER THIS SECTION 2.10(B) ARISING MORE THAN 180 DAYS
PRIOR TO RECEIPT BY THE BORROWERS OF THE DEMAND FROM THE AFFECTED LENDER PARTY
PURSUANT TO THIS SECTION 2.10(B). A CERTIFICATE AS TO SUCH AMOUNTS SUBMITTED TO
THE BORROWERS BY SUCH LENDER PARTY SHALL BE CONCLUSIVE AND BINDING FOR ALL
PURPOSES, ABSENT MANIFEST ERROR.
(C)
IF, WITH RESPECT TO ANY EURODOLLAR RATE ADVANCES, THE REQUIRED
LENDERS NOTIFY THE ADMINISTRATIVE AGENT THAT THE EURODOLLAR RATE FOR ANY
INTEREST PERIOD FOR SUCH ADVANCES WILL NOT ADEQUATELY REFLECT THE COST TO SUCH
LENDERS OF MAKING, FUNDING OR MAINTAINING THEIR EURODOLLAR RATE ADVANCES FOR
SUCH INTEREST PERIOD, THE ADMINISTRATIVE AGENT SHALL FORTHWITH SO NOTIFY THE
BORROWERS AND THE LENDERS, WHEREUPON (I) EACH SUCH EURODOLLAR RATE ADVANCE WILL
AUTOMATICALLY, ON THE LAST DAY OF THE THEN EXISTING INTEREST PERIOD THEREFOR,
CONVERT INTO A BASE RATE ADVANCE AND (II) THE OBLIGATION OF THE LENDERS TO MAKE,
OR TO CONVERT ADVANCES INTO, EURODOLLAR RATE ADVANCES SHALL BE SUSPENDED 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