THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR ANY OF ITS OBLIGATIONS
HEREUNDER OR THEREUNDER OR ANY PAYMENTS TO SUCH LENDER (OR ITS APPLICABLE
LENDING OFFICE) OF PRINCIPAL, INTEREST, FEES OR ANY OTHER AMOUNT PAYABLE
HEREUNDER OR THEREUNDER; (II) IMPOSES, MODIFIES OR HOLDS APPLICABLE ANY RESERVE
(INCLUDING ANY MARGINAL, EMERGENCY, SUPPLEMENTAL, SPECIAL OR OTHER RESERVE),
SPECIAL DEPOSIT, COMPULSORY LOAN, FDIC INSURANCE OR SIMILAR REQUIREMENT AGAINST
ASSETS HELD BY, OR DEPOSITS OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, OR
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ADVANCES OR LOANS BY, OR OTHER CREDIT EXTENDED BY, OR ANY OTHER ACQUISITION OF
FUNDS BY, ANY OFFICE OF SUCH LENDER (OTHER THAN ANY SUCH RESERVE OR OTHER
REQUIREMENTS WITH RESPECT TO EURODOLLAR RATE LOANS THAT ARE REFLECTED IN THE
DEFINITION OF EURODOLLAR RATE); OR (III) IMPOSES ANY OTHER CONDITION (OTHER THAN
WITH RESPECT TO A TAX MATTER) ON OR AFFECTING SUCH LENDER (OR ITS APPLICABLE
LENDING OFFICE) OR ITS OBLIGATIONS HEREUNDER OR THE LONDON INTERBANK MARKET; AND
THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE COST TO SUCH LENDER OF
AGREEING TO MAKE, MAKING OR MAINTAINING LOANS HEREUNDER OR TO REDUCE ANY AMOUNT
RECEIVED OR RECEIVABLE BY SUCH LENDER (OR ITS APPLICABLE LENDING OFFICE) WITH
RESPECT THERETO; THEN, IN ANY SUCH CASE, THE BORROWER SHALL PROMPTLY PAY TO SUCH
LENDER, UPON RECEIPT OF THE STATEMENT REFERRED TO IN THE NEXT SENTENCE, SUCH
ADDITIONAL AMOUNT OR AMOUNTS (IN THE FORM OF AN INCREASED RATE OF, OR A
DIFFERENT METHOD OF CALCULATING, INTEREST OR OTHERWISE AS SUCH LENDER IN ITS
SOLE DISCRETION SHALL DETERMINE) AS MAY BE NECESSARY TO COMPENSATE SUCH LENDER
FOR ANY SUCH INCREASED COST OR REDUCTION IN AMOUNTS RECEIVED OR RECEIVABLE
HEREUNDER OR THEREUNDER.
SUCH LENDER SHALL DELIVER TO THE BORROWER (WITH A COPY
TO THE ADMINISTRATIVE AGENT) A WRITTEN STATEMENT, SETTING FORTH IN REASONABLE
DETAIL THE BASIS FOR CALCULATING THE ADDITIONAL AMOUNTS OWED TO SUCH LENDER
UNDER THIS SECTION 2.18(A), WHICH STATEMENT SHALL BE CONCLUSIVE AND BINDING UPON
ALL PARTIES HERETO ABSENT MANIFEST ERROR.
(B)
CAPITAL ADEQUACY ADJUSTMENT.
IN THE EVENT THAT ANY LENDER SHALL
HAVE DETERMINED THAT THE ADOPTION, EFFECTIVENESS, PHASE-IN OR APPLICABILITY
AFTER THE CLOSING DATE OF ANY LAW, RULE OR REGULATION (OR ANY PROVISION THEREOF)
REGARDING CAPITAL ADEQUACY, OR ANY CHANGE THEREIN OR 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 (OR ITS APPLICABLE LENDING OFFICE) WITH ANY GUIDELINE, REQUEST OR
DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW) OF
ANY SUCH GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY, HAS OR WOULD
HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON THE CAPITAL OF SUCH LENDER OR
ANY CORPORATION CONTROLLING SUCH LENDER AS A CONSEQUENCE OF, OR WITH REFERENCE
TO, SUCH LENDER'S LOANS OR PARTICIPATIONS THEREIN OR OTHER OBLIGATIONS HEREUNDER
WITH RESPECT TO THE LOANS TO A LEVEL BELOW THAT WHICH SUCH LENDER OR SUCH
CONTROLLING CORPORATION COULD HAVE ACHIEVED BUT FOR SUCH