PAID TO IT
HEREUNDER AND STATING IN REASONABLE DETAIL THE BASIS FOR THE CHARGE AND THE
METHOD OF COMPUTATION, SHALL BE CONCLUSIVE IN THE ABSENCE OF ERROR. IN
DETERMINING SUCH AMOUNT, ANY LENDER MAY USE ANY REASONABLE AVERAGING AND
ATTRIBUTION METHODS. FAILURE ON THE PART OF ANY LENDER TO DEMAND COMPENSATION
FOR ANY INCREASED COSTS OR REDUCTION IN AMOUNTS RECEIVED OR RECEIVABLE WITH
RESPECT TO ANY INTEREST PERIOD SHALL NOT CONSTITUTE A WAIVER OF SUCH LENDER'S
RIGHTS TO DEMAND COMPENSATION FOR ANY INCREASED COSTS OR REDUCTION IN AMOUNTS
RECEIVED OR RECEIVABLE IN ANY SUBSEQUENT INTEREST PERIOD.
SECTION 2.24
ILLEGALITY. IF ANY REGULATORY CHANGE SHALL MAKE IT UNLAWFUL OR
IMPOSSIBLE FOR ANY LENDER TO MAKE, MAINTAIN OR FUND ANY LIBOR ADVANCES, SUCH
LENDER SHALL NOTIFY THE BORROWER AND THE AGENT, WHEREUPON THE OBLIGATION OF SUCH
LENDER TO MAKE OR CONTINUE, OR TO CONVERT ANY ADVANCES TO, LIBOR ADVANCES SHALL
BE SUSPENDED UNTIL SUCH LENDER NOTIFIES THE BORROWER AND THE AGENT THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST. BEFORE GIVING ANY
SUCH NOTICE, SUCH LENDER SHALL DESIGNATE A DIFFERENT APPLICABLE LENDING OFFICE
IF SUCH DESIGNATION WILL AVOID THE NEED FOR GIVING SUCH NOTICE AND WILL NOT, IN
THE JUDGMENT OF SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER. IF
SUCH LENDER DETERMINES THAT IT MAY NOT LAWFULLY CONTINUE TO MAINTAIN ANY LIBOR
ADVANCES TO THE END OF THE APPLICABLE INTEREST PERIODS, ALL OF THE AFFECTED
ADVANCES SHALL BE AUTOMATICALLY CONVERTED TO BASE RATE ADVANCES AS OF THE DATE
OF SUCH LENDER'S NOTICE, AND UPON SUCH CONVERSION THE BORROWER SHALL INDEMNIFY
SUCH LENDER IN ACCORDANCE WITH SECTION 2.26.
SECTION 2.25
CAPITAL ADEQUACY. IN THE EVENT THAT ANY REGULATORY CHANGE REDUCES
OR SHALL HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON ANY LENDER'S CAPITAL
OR THE CAPITAL OF ITS PARENT CORPORATION (BY AN AMOUNT SUCH LENDER DEEMS
MATERIAL) AS A CONSEQUENCE OF ITS COMMITMENTS AND/OR ITS LOANS AND/OR ANY
LETTERS OF CREDIT TO A LEVEL BELOW THAT WHICH SUCH LENDER OR ITS PARENT
CORPORATION COULD HAVE ACHIEVED BUT FOR SUCH REGULATORY CHANGE (TAKING INTO
ACCOUNT SUCH LENDER'S POLICIES AND THE POLICIES OF ITS PARENT CORPORATION WITH
RESPECT TO CAPITAL ADEQUACY), THEN THE BORROWER SHALL, WITHIN 30 DAYS AFTER
WRITTEN NOTICE AND DEMAND FROM SUCH LENDER (WITH A COPY TO THE AGENT), PAY TO
SUCH LENDER ADDITIONAL AMOUNTS SUFFICIENT TO
37
COMPENSATE SUCH LENDER OR ITS PARENT CORPORATION FOR SUCH REDUCTION. IF ANY
LENDER FAILS TO GIVE SUCH NOTICE WITHIN 45 DAYS AFTER IT OBTAINS KNOWLEDGE OF
SUCH AN EVENT, SUCH LENDER SHALL, WITH RESPECT TO COMPENSATION PAYABLE PURSUANT
TO THIS SECTION 2.25, ONLY BE ENTITLED TO PAYMENT UNDER THIS SECTION 2.25 FOR
DIMINISHED RETURNS AS A RESULT OF SUCH REDUCTION FOR THE PERIOD FROM AND AFTER
THE DATE 45 DAYS PRIOR TO THE DATE THAT SUCH LENDER DOES GIVE SUCH NOTICE. ANY
DETERMINATION BY SUCH LENDER UNDER THIS SECTION 2.25 AND ANY CERTIFICATE AS TO
THE AMOUNT OF SUCH REDUCTION GIVEN TO THE BORROWER BY SUCH LENDER