15 DAYS AFTER NOTICE AND DEMAND FROM THE ADMINISTRATIVE AGENT TO THE
BORROWER (TOGETHER WITH THE CERTIFICATE REFERRED TO IN THE NEXT SENTENCE) PAY TO
THE ADMINISTRATIVE AGENT ON BEHALF OF SUCH AFFECTED PARTY ADDITIONAL AMOUNTS
SUFFICIENT TO COMPENSATE SUCH AFFECTED PARTY FOR SUCH ADDITIONAL COSTS TOGETHER
WITH INTEREST THEREON FROM THE DATE DEMANDED UNTIL PAYMENT IN FULL THEREOF AT
THE APPLICABLE INDEX RATE.
A CERTIFICATE AS TO THE AMOUNT OF SUCH INCREASED
COSTS AND SHOWING THE BASIS OF THE COMPUTATION THEREOF SUBMITTED BY THE AFFECTED
PARTY TO THE BORROWER SHALL BE FINAL, BINDING AND CONCLUSIVE ON THE PARTIES
HERETO (ABSENT MANIFEST ERROR) FOR ALL PURPOSES. EACH AFFECTED PARTY AGREES
THAT, AS PROMPTLY AS PRACTICABLE AFTER IT BECOMES AWARE OF ANY CIRCUMSTANCE
REFERRED TO ABOVE THAT WOULD RESULT IN ANY SUCH ADDITIONAL COSTS, IT SHALL, TO
THE EXTENT NOT INCONSISTENT WITH ITS INTERNAL POLICIES OF GENERAL APPLICATION,
USE REASONABLE COMMERCIAL EFFORTS TO MINIMIZE COSTS AND EXPENSES INCURRED BY IT
AND PAYABLE TO IT BY THE BORROWER PURSUANT TO THIS SECTION 2.09(A).
(B)
DETERMINATIONS BY ANY AFFECTED PARTY FOR PURPOSES OF THIS
SECTION 2.09 OF THE EFFECT OF ANY REGULATORY CHANGE ON ITS COSTS OF MAKING,
FUNDING OR MAINTAINING ANY COMMITMENTS HEREUNDER OR UNDER ANY OTHER RELATED
DOCUMENTS OR ON AMOUNTS PAYABLE TO IT HEREUNDER OR THEREUNDER OR OF THE
ADDITIONAL AMOUNTS REQUIRED TO COMPENSATE SUCH AFFECTED PARTY IN RESPECT OF ANY
ADDITIONAL COSTS SHALL BE SET FORTH IN A WRITTEN NOTICE TO THE BORROWER IN
REASONABLE DETAIL AND SHALL BE FINAL, BINDING AND CONCLUSIVE ON THE BORROWER
(ABSENT MANIFEST ERROR) FOR ALL PURPOSES.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF THE
INTRODUCTION OF OR ANY CHANGE IN ANY LAW OR REGULATION (OR ANY CHANGE IN THE
INTERPRETATION THEREOF) SHALL MAKE IT UNLAWFUL, OR ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY SHALL ASSERT
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that it is unlawful, for any Lender to agree to make or to make or to continue
to fund or maintain any LIBOR Rate Advance, then, unless that Lender is able to
make or to continue to fund or to maintain such LIBOR Rate Advance at another
branch or office of that Lender without, in that Lender's opinion, adversely
affecting it or its Advances or the income obtained therefrom, on notice thereof
and demand therefor by such Lender to the Borrower through the Administrative
Agent, (i) the obligation of such Lender to agree to make or to make or to
continue to fund or maintain LIBOR Rate Advances shall terminate and
(ii) Borrower shall forthwith prepay in full all outstanding LIBOR Rate Advances
owing to such Lender, together with interest accrued thereon, unless Borrower,
within five (5) Business Days after the delivery of such notice and demand,
converts all such LIBOR Rate Advances into Index Rate Advances.
SECTION 2.10.
BREAKAGE COSTS.
TO INDUCE THE LENDERS TO PROVIDE THE LIBOR RATE
ON THE TERMS PROVIDED HEREIN, IF (I) ANY LIBOR RATE ADVANCES ARE, EXCEPT BY
REASON OF THE REQUIREMENTS IN SECTION 2.03(C), REPAID IN WHOLE