THE AFFECTED LENDER
TO CONVERT EACH SUCH LIBOR LOAN INTO AN ABR LOAN, PROVIDED THAT IF MORE THAN ONE
LENDER IS AFFECTED AT ANY TIME, THEN ALL AFFECTED LENDERS MUST BE TREATED IN THE
SAME MANNER PURSUANT TO THIS SECTION 2.10(B), OR (B) ANY
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LIBOR LOAN DENOMINATED IN AN ALTERNATIVE CURRENCY IS AFFECTED BY THE
CIRCUMSTANCES DESCRIBED IN SECTION 2.10(A)(II) OR (III), THE BORROWER MAY (AND
IN THE CASE OF A LIBOR LOAN AFFECTED PURSUANT TO SECTION 2.10(A)(III) SHALL)
EITHER (X) PREPAY EACH SUCH LIBOR LOAN OR (Y) KEEP SUCH LIBOR LOAN OUTSTANDING,
IN WHICH CASE THE LIBOR RATE WITH RESPECT TO SUCH LOAN SHALL BE DEEMED TO BE THE
RATE REASONABLY DETERMINED BY SUCH LENDER AS THE ALL-IN COST OF FUNDS TO FUND
SUCH LOAN WITH MATURITIES COMPARABLE TO THE INTEREST PERIOD APPLICABLE THERETO.
(C)
IF, AFTER THE DATE HEREOF, ANY CHANGE IN LAW RELATING TO CAPITAL
ADEQUACY OF ANY LENDER OR COMPLIANCE BY ANY LENDER OR ITS PARENT WITH ANY CHANGE
IN LAW RELATING TO CAPITAL ADEQUACY OCCURRING AFTER THE DATE HEREOF, HAS OR
WOULD HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON SUCH LENDER'S OR ITS
PARENT'S OR ITS AFFILIATE'S CAPITAL OR ASSETS AS A CONSEQUENCE OF SUCH LENDER'S
COMMITMENTS OR OBLIGATIONS HEREUNDER TO A LEVEL BELOW THAT WHICH SUCH LENDER OR
ITS PARENT OR ITS AFFILIATE COULD HAVE ACHIEVED BUT FOR SUCH CHANGE IN LAW
(TAKING INTO CONSIDERATION SUCH LENDER'S OR ITS PARENT'S POLICIES WITH RESPECT
TO CAPITAL ADEQUACY), THEN FROM TIME TO TIME, PROMPTLY AFTER DEMAND BY SUCH
LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT), THE BORROWER SHALL PAY TO SUCH
LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH LENDER OR ITS
PARENT FOR SUCH REDUCTION, IT BEING UNDERSTOOD AND AGREED, HOWEVER, THAT A
LENDER SHALL NOT BE ENTITLED TO SUCH COMPENSATION AS A RESULT OF SUCH LENDER'S
COMPLIANCE WITH, OR PURSUANT TO ANY REQUEST OR DIRECTIVE TO COMPLY WITH, ANY
LAW, RULE OR REGULATION AS IN EFFECT ON THE DATE HEREOF. EACH LENDER, UPON
DETERMINING IN GOOD FAITH THAT ANY ADDITIONAL AMOUNTS WILL BE PAYABLE PURSUANT
TO THIS SECTION 2.10(C), WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE
BORROWER, WHICH NOTICE SHALL SET FORTH IN REASONABLE DETAIL THE BASIS OF THE
CALCULATION OF SUCH ADDITIONAL AMOUNTS, ALTHOUGH THE FAILURE TO GIVE ANY SUCH
NOTICE SHALL NOT, SUBJECT TO SECTION 2.13, RELEASE OR DIMINISH THE BORROWER'S
OBLIGATIONS TO PAY ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.10(C) UPON
RECEIPT OF SUCH NOTICE.
(D)
IT IS UNDERSTOOD THAT THIS SECTION 2.10 SHALL NOT APPLY TO (I)
TAXES INDEMNIFIABLE UNDER SECTION 5.4, (II) NET INCOME TAXES AND FRANCHISE AND
EXCISE TAXES (IMPOSED IN LIEU OF NET INCOME TAXES) IMPOSED ON ANY AGENT OR
LENDER OR (III) TAXES DESCRIBED UNDER CLAUSES (B) AND (C) OF THE DEFINITION OF
EXCLUDED TAXES.
2.11.
COMPENSATION. IF (A) ANY PAYMENT OF PRINCIPAL OF ANY LIBOR LOAN IS
MADE BY THE BORROWER TO OR FOR THE ACCOUNT OF A LENDER OTHER THAN ON THE LAST
DAY OF