SUCH LENDER'S HOLDING COMPANY FOR ANY SUCH REDUCTION
SUFFERED.
(C)
A CERTIFICATE OF A LENDER SETTING FORTH THE AMOUNT OR AMOUNTS NECESSARY TO
COMPENSATE SUCH LENDER OR ITS HOLDING COMPANY, AS APPLICABLE, AS SPECIFIED IN
PARAGRAPH (A) OR (B) ABOVE SHALL BE DELIVERED TO THE BORROWER, SHALL DESCRIBE
THE APPLICABLE CHANGE IN LAW, THE RESULTING COSTS INCURRED OR REDUCTION SUFFERED
AND SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. THE BORROWER SHALL PAY SUCH
LENDER THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE DELIVERED BY IT WITHIN 10
BUSINESS DAYS AFTER ITS RECEIPT OF THE SAME.
(D)
FAILURE OR DELAY ON THE PART OF ANY LENDER TO DEMAND COMPENSATION FOR ANY
INCREASED COSTS OR REDUCTION IN AMOUNTS RECEIVED OR RECEIVABLE OR REDUCTION IN
RETURN ON CAPITAL SHALL NOT CONSTITUTE A WAIVER OF SUCH LENDER'S RIGHT TO DEMAND
SUCH COMPENSATION; PROVIDED, THAT THE BORROWER SHALL NOT BE UNDER ANY OBLIGATION
TO COMPENSATE ANY LENDER UNDER PARAGRAPH (A) OR (B) ABOVE WITH RESPECT TO
INCREASED COSTS OR REDUCTIONS WITH RESPECT TO ANY PERIOD PRIOR TO THE DATE THAT
IS 120 DAYS PRIOR TO SUCH REQUEST; PROVIDED, FURTHER, THAT THE FOREGOING
LIMITATION SHALL NOT APPLY TO ANY INCREASED COSTS OR REDUCTIONS ARISING OUT OF
THE RETROACTIVE APPLICATION OF ANY CHANGE IN LAW WITHIN SUCH 120-DAY PERIOD.
THE PROTECTION OF THIS SECTION SHALL BE AVAILABLE TO EACH LENDER REGARDLESS OF
ANY POSSIBLE CONTENTION OF THE INVALIDITY OR INAPPLICABILITY OF THE CHANGE IN
LAW THAT SHALL HAVE OCCURRED OR BEEN IMPOSED.
SECTION 2.15.
CHANGE IN LEGALITY.
(A)
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IF ANY CHANGE IN LAW SHALL MAKE IT UNLAWFUL FOR ANY
LENDER TO MAKE OR MAINTAIN
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ANY EURODOLLAR LOAN OR TO GIVE EFFECT TO ITS OBLIGATIONS AS CONTEMPLATED HEREBY
WITH RESPECT TO ANY EURODOLLAR LOAN, THEN, BY WRITTEN NOTICE TO THE BORROWER AND
THE ADMINISTRATIVE AGENT:
(I)
SUCH LENDER MAY DECLARE THAT EURODOLLAR LOANS WILL NOT THEREAFTER (FOR THE
DURATION OF SUCH UNLAWFULNESS) BE MADE BY SUCH LENDER HEREUNDER (OR BE CONTINUED
FOR ADDITIONAL INTEREST PERIODS) AND ABR LOANS WILL NOT THEREAFTER (FOR SUCH
DURATION) BE CONVERTED INTO EURODOLLAR LOANS, WHEREUPON ANY REQUEST FOR A
EURODOLLAR LOAN (OR TO CONVERT AN ABR LOAN TO A EURODOLLAR LOAN OR TO CONTINUE A
EURODOLLAR LOAN FOR AN ADDITIONAL INTEREST PERIOD) SHALL, AS TO SUCH LENDER
ONLY, BE DEEMED A REQUEST FOR AN ABR LOAN (OR A REQUEST TO CONTINUE AN ABR LOAN
AS SUCH FOR AN ADDITIONAL INTEREST PERIOD OR TO CONVERT A EURODOLLAR LOAN INTO
AN ABR LOAN, AS THE CASE MAY BE), UNLESS SUCH DECLARATION SHALL BE SUBSEQUENTLY
WITHDRAWN; AND
(II)
SUCH LENDER MAY REQUIRE THAT ALL OUTSTANDING EURODOLLAR LOANS MADE BY IT
BE CONVERTED TO ABR LOANS, IN WHICH EVENT ALL SUCH EURODOLLAR LOANS SHALL BE
AUTOMATICALLY CONVERTED TO ABR LOANS AS OF THE EFFECTIVE DATE OF SUCH NOTICE AS
PROVIDED IN PARAGRAPH (B) BELOW.
In the event any Lender shall exercise its rights under clause (i) or (ii)
above, all payments and prepayments of principal that would otherwise