MONTH OF DECEMBER OF EACH YEAR, CHOSEN AT THE OPTION OF THE
BORROWER, THE BORROWER SHALL ENSURE THAT NO REVOLVING LOANS OR SWINGLINE LOANS
ARE OUTSTANDING UNDER THIS AGREEMENT.
IN ORDER TO COMPLY WITH THE PREVIOUS
SENTENCE, THE BORROWER SHALL, IF NECESSARY, PREPAY IN FULL THE AGGREGATE
PRINCIPAL AMOUNT OF ALL REVOLVING LOANS AND SWINGLINE LOANS OUTSTANDING AT THE
COMMENCEMENT OF THE CLEANUP PERIOD AND SHALL NOT DURING THE CLEANUP PERIOD
REQUEST ANY REVOLVING LOANS OR SWINGLINE LOANS; PROVIDED THAT SUCH LIMITATION
SHALL NOT AFFECT THE ABILITY OF THE BORROWER TO REQUEST A LETTER OF CREDIT
DURING THE CLEANUP PERIOD.
THE OBLIGATIONS OF THE BORROWER UNDER THIS PARAGRAPH
ARE IN ADDITION TO, AND SHALL NOT IN ANY MANNER LIMIT, ANY OTHER OBLIGATION OF
THE BORROWER HEREUNDER TO PREPAY OR REPAY REVOLVING LOANS AND SWINGLINE LOANS.
SECTION 2.14.
RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES.
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF ANY CHANGE IN LAW
SHALL IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT OR SIMILAR
REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF OR CREDIT
EXTENDED BY ANY LENDER OR THE ISSUING BANK (EXCEPT ANY SUCH RESERVE REQUIREMENT
WHICH IS REFLECTED IN THE ADJUSTED LIBO RATE) OR SHALL IMPOSE ON SUCH LENDER OR
THE ISSUING BANK OR THE LONDON INTERBANK MARKET ANY OTHER CONDITION AFFECTING
THIS AGREEMENT OR EURODOLLAR LOANS MADE BY SUCH LENDER OR ANY LETTER OF CREDIT
OR PARTICIPATION THEREIN (OTHER THAN ANY CHANGE TO THE BASIS OR RATE OF TAXATION
APPLICABLE TO ANY LENDER), AND THE RESULT OF ANY OF THE FOREGOING SHALL BE TO
INCREASE THE COST TO SUCH LENDER OR THE ISSUING BANK OF MAKING OR MAINTAINING
ANY EURODOLLAR LOAN OR INCREASE THE COST TO ANY LENDER OF ISSUING OR MAINTAINING
ANY LETTER OF CREDIT OR PURCHASING OR MAINTAINING A PARTICIPATION THEREIN OR TO
REDUCE THE AMOUNT OF ANY SUM RECEIVED OR RECEIVABLE BY SUCH LENDER OR THE
ISSUING BANK HEREUNDER (WHETHER OF PRINCIPAL, INTEREST OR OTHERWISE) BY AN
AMOUNT DEEMED BY SUCH LENDER OR THE ISSUING BANK TO BE MATERIAL, THEN THE
BORROWER WILL PAY TO SUCH LENDER OR THE ISSUING BANK, AS THE CASE MAY BE, UPON
DEMAND SUCH ADDITIONAL AMOUNT OR AMOUNTS (WITHOUT DUPLICATION OF AMOUNTS PAID BY
THE BORROWER PURSUANT TO SECTION 2.20) AS WILL COMPENSATE SUCH LENDER OR THE
ISSUING BANK, AS THE CASE MAY BE, FOR SUCH ADDITIONAL COSTS INCURRED OR
REDUCTION SUFFERED.
(B)
IF ANY LENDER OR THE ISSUING BANK SHALL HAVE DETERMINED THAT ANY CHANGE IN
LAW REGARDING CAPITAL ADEQUACY HAS OR WOULD HAVE THE EFFECT OF REDUCING THE RATE
OF RETURN ON SUCH LENDER'S OR THE ISSUING BANK'S CAPITAL OR ON THE CAPITAL OF
SUCH LENDER'S OR THE ISSUING BANK'S
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holding company, if any, as a consequence of this Agreement or the Loans made or
participations in Letters of Credit purchased by such Lender pursuant hereto or
the Letters of Credit issued by the Issuing Bank pursuant hereto to a level
below that which such Lender or the Issuing