THE INTERPRETATION,
ADMINISTRATION OR APPLICATION THEREOF, OR COMPLIANCE BY ANY LENDER WITH ANY
REQUEST, GUIDELINE OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY
SUCH AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY:
(A) SHALL IMPOSE, MODIFY OR
DEEM APPLICABLE ANY RESERVE (INCLUDING ANY RESERVE IMPOSED BY THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM, OR ANY SUCCESSOR THERETO, BUT EXCLUDING
ANY RESERVE INCLUDED IN THE DETERMINATION OF THE LIBOR PURSUANT TO THE
PROVISIONS OF THIS AGREEMENT), SPECIAL DEPOSIT, COMPULSORY LOAN, INSURANCE
CHARGE OR SIMILAR REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE
ACCOUNT OF, OR CREDIT EXTENDED OR PARTICIPATED IN BY ANY LENDER, OR (B) SHALL
IMPOSE ON ANY LENDER ANY OTHER CONDITION AFFECTING ITS LIBOR LOANS, ANY OF ITS
NOTES (IF ANY) OR ITS OBLIGATION TO MAKE LIBOR LOANS; AND THE RESULT OF ANYTHING
DESCRIBED IN CLAUSES (A) AND (B) ABOVE IS TO INCREASE THE COST TO (OR TO IMPOSE
A COST ON) SUCH LENDER OF MAKING OR MAINTAINING ANY LIBOR LOAN, OR TO REDUCE THE
AMOUNT OF ANY SUM RECEIVED OR RECEIVABLE BY SUCH LENDER UNDER THIS AGREEMENT OR
UNDER ANY OF ITS NOTES (IF ANY) WITH RESPECT THERETO, THEN UPON DEMAND BY SUCH
LENDER (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING FORTH THE BASIS
FOR SUCH DEMAND AND A CALCULATION OF THE AMOUNT THEREOF IN REASONABLE DETAIL, A
COPY OF WHICH SHALL BE FURNISHED TO ADMINISTRATIVE AGENT), BORROWER SHALL
PROMPTLY PAY DIRECTLY TO SUCH LENDER SUCH ADDITIONAL AMOUNT AS WILL COMPENSATE
SUCH LENDER FOR SUCH INCREASED COST OR SUCH REDUCTION, SO LONG AS SUCH AMOUNTS
HAVE ACCRUED ON OR AFTER THE DAY WHICH IS TWO HUNDRED SEVENTY (270) DAYS PRIOR
TO THE DATE ON WHICH SUCH LENDER FIRST MADE DEMAND THEREFOR.
32
SECTION 2.13
NOTES.
The portion of Term Loan B made by each Lender shall be evidenced, if so
requested by such Lender, by a promissory note executed by Borrower (a "Term
Note B") and the portion of the Revolving Loans made by each Lender shall be
evidenced, if so requested by such Lender, by a promissory note executed by
Borrower (a "Revolving Loan Note") in an original principal amount equal to such
Lender's Pro Rata Share of Term Loan B and the Revolving Loan Commitment,
respectively.
The Swingline Loans made by Swingline Lender shall be evidenced,
if so requested by Swingline Lender, by a promissory note executed by Borrower
(a "Swingline Loan Note") in an original principal amount equal to the amount
identified in clause (i) of the definition of Swingline Loan Limit.
SECTION 2.14
LETTERS OF CREDIT AND LETTER OF CREDIT FEES.
(A)
LETTER OF CREDIT.
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH HEREIN, THE REVOLVING LOAN COMMITMENT MAY BE USED BY BORROWER, IN ADDITION
TO THE MAKING OF REVOLVING LOANS HEREUNDER, FOR THE ISSUANCE, PRIOR TO THE
TERMINATION DATE, BY ADMINISTRATIVE AGENT, OF LETTERS OF CREDIT, GUARANTEES OR
OTHER AGREEMENTS OR ARRANGEMENTS (EACH, TOGETHER WITH ANY LETTER OF CREDIT
ISSUED BY ADMINISTRATIVE AGENT