ADMINISTRATION OR APPLICATION THEREOF
(INCLUDING THE INTRODUCTION OF ANY NEW LAW, TREATY OR GOVERNMENTAL RULE,
REGULATION, ORDER OR GOVERNMENTAL AUTHORIZATION), OR ANY DETERMINATION OF A
COURT OR GOVERNMENTAL AUTHORITY, IN EACH CASE THAT BECOMES EFFECTIVE AFTER THE
DATE HEREOF, OR COMPLIANCE BY SUCH LENDER WITH ANY GUIDELINE, REQUEST OR
DIRECTIVE ISSUED OR MADE AFTER THE DATE HEREOF
63
BY ANY CENTRAL BANK OR OTHER GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITY
(WHETHER OR NOT HAVING THE FORCE OF LAW):
(I) SUBJECTS SUCH LENDER (OR ITS
APPLICABLE LENDING OFFICE) TO ANY ADDITIONAL TAX (OTHER THAN ANY TAX ON THE
OVERALL NET INCOME OF SUCH LENDER) WITH RESPECT TO THIS AGREEMENT OR ANY OF THE
OTHER CREDIT DOCUMENTS OR ANY OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR ANY
PAYMENTS TO SUCH LENDER (OR ITS APPLICABLE LENDING OFFICE) OF PRINCIPAL,
INTEREST, FEES OR ANY OTHER AMOUNT PAYABLE HEREUNDER OR THEREUNDER; (II)
IMPOSES, MODIFIES OR HOLDS APPLICABLE ANY RESERVE (INCLUDING ANY MARGINAL,
EMERGENCY, SUPPLEMENTAL, SPECIAL OR OTHER RESERVE), SPECIAL DEPOSIT, COMPULSORY
LOAN, FDIC INSURANCE OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, OR DEPOSITS
OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, OR ADVANCES OR LOANS BY, OR OTHER
CREDIT EXTENDED BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF SUCH
LENDER (OTHER THAN ANY SUCH RESERVE OR OTHER REQUIREMENTS WITH RESPECT TO
EURODOLLAR RATE LOANS THAT ARE REFLECTED IN THE DEFINITION OF EURODOLLAR RATE);
OR (III) IMPOSES ANY OTHER CONDITION (OTHER THAN WITH RESPECT TO A TAX MATTER)
ON OR AFFECTING SUCH LENDER (OR ITS APPLICABLE LENDING OFFICE) OR ITS
OBLIGATIONS HEREUNDER OR THE LONDON INTERBANK MARKET; AND THE RESULT OF ANY OF
THE FOREGOING IS TO INCREASE THE COST TO SUCH LENDER OF AGREEING TO MAKE, MAKING
OR MAINTAINING LOANS HEREUNDER OR TO REDUCE ANY AMOUNT RECEIVED OR RECEIVABLE BY
SUCH LENDER (OR ITS APPLICABLE LENDING OFFICE) WITH RESPECT THERETO; THEN, IN
ANY SUCH CASE, THE BORROWER SHALL PROMPTLY PAY TO SUCH LENDER, UPON RECEIPT OF
THE STATEMENT REFERRED TO IN THE NEXT SENTENCE, SUCH ADDITIONAL AMOUNT OR
AMOUNTS (IN THE FORM OF AN INCREASED RATE OF, OR A DIFFERENT METHOD OF
CALCULATING, INTEREST OR OTHERWISE AS SUCH LENDER IN ITS SOLE DISCRETION SHALL
DETERMINE) AS MAY BE NECESSARY TO COMPENSATE SUCH LENDER FOR ANY SUCH INCREASED
COST OR REDUCTION IN AMOUNTS RECEIVED OR RECEIVABLE HEREUNDER OR THEREUNDER.
SUCH LENDER SHALL DELIVER TO THE BORROWER (WITH A COPY TO THE ADMINISTRATIVE
AGENT) A WRITTEN STATEMENT, SETTING FORTH IN REASONABLE DETAIL THE BASIS FOR
CALCULATING THE ADDITIONAL AMOUNTS OWED TO SUCH LENDER UNDER THIS SECTION
2.18(A), WHICH STATEMENT SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO
ABSENT MANIFEST ERROR.
(B)
CAPITAL ADEQUACY ADJUSTMENT.
IN THE EVENT
THAT ANY LENDER (WHICH TERM SHALL INCLUDE ISSUING BANK FOR PURPOSES OF THIS
SECTION 2.18(B)) SHALL HAVE DETERMINED THAT THE ADOPTION, EFFECTIVENESS,
PHASE-IN OR APPLICABILITY AFTER THE CLOSING DATE OF ANY LAW, RULE OR REGULATION
(OR ANY PROVISION THEREOF) REGARDING CAPITAL ADEQUACY, OR ANY CHANGE THEREIN OR
IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL