OR
SUCH HOLDING COMPANY'S THEN EXISTING POLICIES WITH RESPECT TO CAPITAL ADEQUACY
AND ASSUMING THE FULL UTILIZATION OF SUCH ENTITY'S CAPITAL) BY ANY AMOUNT DEEMED
BY LENDER TO BE MATERIAL, THEN LENDER MAY NOTIFY BORROWER THEREOF.
FOLLOWING
RECEIPT OF SUCH NOTICE (A "COST NOTICE"), BORROWER AGREES TO PAY LENDER ON
DEMAND THE AMOUNT OF SUCH REDUCTION OF RETURN OF CAPITAL AS AND WHEN SUCH
REDUCTION IS DETERMINED, PAYABLE WITHIN 90 DAYS AFTER PRESENTATION BY LENDER OF
A STATEMENT IN THE AMOUNT AND SETTING FORTH IN REASONABLE DETAIL LENDER'S
CALCULATION THEREOF AND THE ASSUMPTIONS UPON WHICH SUCH CALCULATION WAS BASED
(WHICH STATEMENT SHALL BE DEEMED TRUE AND CORRECT ABSENT MANIFEST ERROR).
IN
DETERMINING SUCH AMOUNT, LENDER MAY USE ANY REASONABLE AVERAGING AND ATTRIBUTION
METHODS.
IF BORROWER'S PAYMENT OF SUCH AMOUNT RESULTS IN THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER SECTION 5.11 THAT WOULD NOT HAVE OCCURRED BUT FOR THE
PAYMENT OF SUCH AMOUNT, THEN LENDER SHALL WAIVE SUCH EVENT OF DEFAULT.
NOTWITHSTANDING THE FOREGOING, IF BORROWER RECEIVES A COST NOTICE AFTER THE
FIRST ANNIVERSARY OF THE CLOSING DATE THAT RELATES TO EVENTS THAT ARE NOT
EQUALLY APPLICABLE TO SUBSTANTIALLY ALL BANKS LOCATED IN THE CONTINENTAL UNITED
STATES OF AMERICA, AND IF BORROWER PROVIDES WRITTEN NOTICE (A "REPLACEMENT
NOTICE") TO LENDER WITHIN 30 DAYS AFTER RECEIVING SUCH COST NOTICE, BORROWER MAY
THEREAFTER TERMINATE THIS AGREEMENT AND PAY ALL OF THE OBLIGATIONS WITHIN 60
DAYS OF THE DATE OF SUCH REPLACEMENT NOTICE WITHOUT PAYMENT OF ANY PREPAYMENT
FEE; PROVIDED, HOWEVER, THAT IF LENDER WITHDRAWS THE COST NOTICE WITHIN 30 DAYS
OF ITS RECEIPT OF THE REPLACEMENT NOTICE, BORROWER SHALL NOT BE ENTITLED TO
TERMINATE THIS AGREEMENT WITHOUT PAYMENT OF ANY PREPAYMENT FEE THAT MIGHT
OTHERWISE BE APPLICABLE.
2.19
INDEMNIFICATION.
BORROWER SHALL PAY, INDEMNIFY, DEFEND, AND HOLD
LENDER AND LENDER'S AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, AND ATTORNEYS-IN-FACT (EACH, AN "INDEMNIFIED
PERSON") HARMLESS (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, INVESTIGATIONS,
PROCEEDINGS, AND DAMAGES, AND ALL REASONABLE ATTORNEYS FEES AND DISBURSEMENTS
AND OTHER COSTS AND EXPENSES ACTUALLY INCURRED IN CONNECTION THEREWITH (AS AND
WHEN THEY ARE INCURRED AND IRRESPECTIVE OF WHETHER SUIT IS BROUGHT), AT ANY TIME
ASSERTED AGAINST, IMPOSED UPON, OR INCURRED BY ANY OF THEM (A) IN CONNECTION
WITH OR AS A RESULT OF OR RELATED TO THE EXECUTION, DELIVERY, ENFORCEMENT,
PERFORMANCE, OR ADMINISTRATION OF THIS AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND (B) WITH
RESPECT TO ANY INVESTIGATION, LITIGATION, OR PROCEEDING RELATED TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE USE OF THE PROCEEDS OF THE CREDIT
PROVIDED HEREUNDER (IRRESPECTIVE OF WHETHER ANY INDEMNIFIED PERSON IS A PARTY
THERETO), OR ANY ACT, OMISSION, EVENT, OR CIRCUMSTANCE IN ANY MANNER RELATED
THERETO (ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES").
THE
FOREGOING TO THE CONTRARY NOTWITHSTANDING, BORROWER SHALL HAVE NO OBLIGATION TO
ANY INDEMNIFIED PERSON UNDER THIS SECTION 2.19 WITH RESPECT TO ANY INDEMNIFIED
LIABILITY THAT A COURT