OFFICE OR IN WHICH ITS LENDING OFFICE IS LOCATED); (II) IMPOSE OR
MODIFY ANY RESERVE, FEDERAL DEPOSIT INSURANCE CORPORATION PREMIUM OR ASSESSMENT,
SPECIAL DEPOSIT OR SIMILAR REQUIREMENTS RELATING TO ANY EXTENSIONS OF CREDIT OR
OTHER ASSETS OF, OR ANY DEPOSITS WITH OR OTHER LIABILITIES OF, SUCH BANK; OR
(III) IMPOSE ANY OTHER CONDITIONS AFFECTING THIS AGREEMENT OR THE NOTES IN
RESPECT OF LOANS (OR ANY OF SUCH EXTENSIONS OF CREDIT, ASSETS, DEPOSITS OR
LIABILITIES); AND THE RESULT OF ANY EVENT REFERRED TO IN CLAUSE (I), (II) OR
(III) ABOVE SHALL BE TO INCREASE SUCH BANK'S COSTS OF MAKING OR MAINTAINING ANY
LOANS OR ITS COMMITMENT, OR TO REDUCE ANY AMOUNT RECEIVABLE BY SUCH BANK
HEREUNDER IN RESPECT OF ANY LOANS OR ITS COMMITMENT (SUCH INCREASES IN COSTS AND
REDUCTIONS IN AMOUNTS RECEIVABLE ARE HEREINAFTER REFERRED TO AS "ADDITIONAL
COSTS"), THEN THE BORROWER SHALL PAY TO SUCH BANK FROM TIME TO TIME AS SPECIFIED
BY SUCH BANK, ADDITIONAL COMMITMENT FEES OR OTHER AMOUNTS WHICH SHALL BE
SUFFICIENT TO COMPENSATE SUCH BANK FOR SUCH ADDITIONAL COSTS, TOGETHER WITH
INTEREST ON EACH SUCH AMOUNT WHICH IS NOT PAID WITHIN THIRTY (30) DAYS AFTER
DEMAND BY SUCH BANK, PAYABLE AT THE POST-DEFAULT RATE, BUT NOT FOR A PERIOD
PRIOR TO SUCH DEMAND OF MORE THAN FORTY-FIVE (45) DAYS.
(B)
EACH BANK AGREES THAT IT WILL USE REASONABLE COMMERCIAL EFFORTS TO
NOTIFY THE BORROWER OF ANY EVENT OF WHICH IT HAS KNOWLEDGE THAT WILL ENTITLE
SUCH BANK TO RECEIVE A PAYMENT IN RESPECT OF AN ADDITIONAL COST AND TO DELIVER A
CERTIFICATE OF A RESPONSIBLE OFFICER OF SUCH BANK SETTING FORTH (I) THE
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REGULATORY CHANGE THAT IS THE BASIS FOR THE CLAIM, (II) THE AMOUNT OR AMOUNTS
NECESSARY TO COMPENSATE SUCH BANK FOR SUCH ADDITIONAL COST AND (III) REASONABLE
DETAIL OF THE CALCULATIONS OF THE AMOUNT NECESSARY TO COMPENSATE SUCH BANK FOR
SUCH ADDITIONAL COST.
ALL DETERMINATIONS, ESTIMATES, ASSUMPTIONS, ALLOCATIONS,
AND THE LIKE REQUIRED FOR THE DETERMINATION OF SUCH AMOUNT OR AMOUNTS SHALL BE
MADE BY EACH BANK, IN GOOD FAITH, BUT A BANK'S JUDGMENT THEREON SHALL BE
CONCLUSIVE AND BINDING UPON BORROWER ABSENT MANIFEST ERROR OR WILLFUL
MISCONDUCT. ANY FAILURE BY ANY BANK TO COMPLY WITH THIS SUBPARAGRAPH SHALL NOT
RELIEVE THE BORROWER FROM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
SECTION 2.16.
LIMITATION ON TYPES OF LOANS.
ANYTHING HEREIN CONTAINED
TO THE CONTRARY NOTWITHSTANDING, IF, ON OR PRIOR TO THE DETERMINATION OF AN
INTEREST RATE FOR ANY LIBOR LOANS FOR ANY INTEREST PERIOD THEREFOR:
(A)
THE ADMINISTRATIVE AGENT REASONABLY DETERMINES (WHICH
DETERMINATION SHALL BE CONCLUSIVE) THAT, BY REASON OF ANY EVENT AFFECTING THE
MONEY MARKETS IN THE UNITED STATES OF AMERICA OR THE LONDON INTERBANK MARKET,
QUOTATIONS OF INTEREST RATES FOR THE RELEVANT DEPOSITS ARE NOT BEING PROVIDED IN
SUCH MARKETS IN THE RELEVANT AMOUNTS OR FOR THE RELEVANT MATURITIES FOR PURPOSES
OF DETERMINING THE RATE OF INTEREST FOR SUCH LOANS UNDER THIS AGREEMENT; OR
(B)
THE ADMINISTRATIVE AGENT REASONABLY DETERMINES (WHICH
DETERMINATION SHALL BE CONCLUSIVE) THAT BY REASON OF ANY EVENT