OTHER LAW, RULE, REGULATION OR GUIDELINE REGARDING CAPITAL
ADEQUACY, OR ANY CHANGE AFTER THE DATE HEREOF IN ANY OF THE FOREGOING, OR IN THE
INTERPRETATION OR ADMINISTRATION THEREOF BY ANY DOMESTIC OR FOREIGN GOVERNMENTAL
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY LENDER, WITH ANY REQUEST OR
DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW) OF
ANY SUCH AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY, HAS THE EFFECT OF
REDUCING THE RATE OF RETURN ON SUCH LENDER'S CAPITAL TO A LEVEL BELOW THAT WHICH
SUCH LENDER WOULD HAVE ACHIEVED BUT FOR SUCH APPLICATION, ADOPTION, CHANGE OR
COMPLIANCE (TAKING INTO CONSIDERATION THE POLICIES OF SUCH LENDER WITH RESPECT
TO CAPITAL ADEQUACY), THEN, TO THE EXTENT THAT SUCH LENDER REQUIRES SUCH
COMPENSATION GENERALLY WITH RESPECT TO SIMILARLY SITUATED BORROWERS, FROM TIME
TO TIME BORROWER SHALL PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNTS AS WILL
COMPENSATE SUCH LENDER FOR SUCH REDUCTION WITH RESPECT TO ANY PORTION OF THE
LOAN OUTSTANDING.
SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, UPON WRITTEN DEMAND OF BORROWER, THE BORROWER MAY WITH THIRTY (30)
DAYS WRITTEN NOTICE TO THE AGENT, REQUIRE ANY SUCH LENDER TO WHOM COMPENSATION
IS DUE AND PAYABLE BY THE BORROWER AS PROVIDED FOR IN THIS SECTION 2.9.2 TO SELL
AND ASSIGN ITS ENTIRE INTEREST IN THE LOAN PURSUANT TO SECTION 13.22 HEREOF TO
ANY ELIGIBLE ASSIGNEE IDENTIFIED BY THE BORROWER IN ITS DEMAND AND REASONABLY
APPROVED BY THE AGENT, UPON PAYMENT BY SUCH ELIGIBLE ASSIGNEE OF THE ENTIRE PAR
AMOUNT OF SUCH LENDER'S INTEREST IN THE LOAN, PLUS ANY COMPENSATION REQUIRED TO
BE PAID HEREUNDER AND ANY APPLICABLE BREAKAGE COSTS.
2.9.3
ANY AMOUNT PAYABLE BY BORROWER UNDER
SUBSECTION 2.9.1 OR 2.9.2 ABOVE SHALL BE PAID WITHIN FIVE (5) DAYS OF RECEIPT BY
BORROWER OF A CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER OF AGENT SETTING FORTH
THE AMOUNT DUE AND THE BASIS FOR THE DETERMINATION OF SUCH AMOUNT, WHICH
STATEMENT SHALL BE CONCLUSIVE AND BINDING UPON BORROWER, ABSENT MANIFEST ERROR.
FAILURE ON THE PART OF AGENT TO DEMAND PAYMENT FROM
11
BORROWER FOR ANY SUCH AMOUNT ATTRIBUTABLE TO ANY PARTICULAR PERIOD SHALL NOT
CONSTITUTE A WAIVER OF LENDER'S RIGHT TO DEMAND PAYMENT OF SUCH AMOUNT FOR ANY
SUBSEQUENT OR PRIOR PERIOD. AGENT SHALL USE REASONABLE EFFORTS TO DELIVER TO
BORROWER PROMPT NOTICE OF ANY EVENT DESCRIBED IN SUBSECTION 2.9.1 OR 2.9.2
ABOVE, OF THE AMOUNT OF THE RESERVE AND CAPITAL ADEQUACY PAYMENTS RESULTING
THEREFROM AND THE REASONS THEREFOR AND OF THE BASIS OF CALCULATION OF SUCH
AMOUNT; PROVIDED, HOWEVER, THAT ANY FAILURE BY AGENT SO TO NOTIFY BORROWER SHALL
NOT AFFECT BORROWER'S OBLIGATION TO PAY THE RESERVE AND CAPITAL ADEQUACY PAYMENT
RESULTING THEREFROM.
2.10
Borrower Withholding.
If by reason of a change
in any applicable laws occurring after the date hereof, or, as to an Eligible
Assignee acquiring an interest in the Loan after the date hereof, after such
Eligible Assignee purchases such interest in the Loan, Borrower