IN SUBSECTION 2.13(B).
A CERTIFICATE OF SUCH BANK AS TO THE AMOUNT OF SUCH
INCREASED COSTS OR REDUCTION SHALL SET FORTH IN REASONABLE DETAIL THE
COMPUTATION OF SUCH INCREASED COSTS OR REDUCTION, AND SHALL BE BINDING AND
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
A BANK WHICH DEMANDS
INDEMNIFICATION HEREUNDER AS A RESULT OF AN INCREASED COST OR REDUCTION REFERRED
TO HEREIN SHALL DELIVER THE CERTIFICATE REFERRED TO ABOVE TO THE RELEVANT
BORROWER DEMANDING INDEMNIFICATION NO LATER THAN THE LATER OF (Y) THE THIRTIETH
DAY IMMEDIATELY FOLLOWING EACH PAYMENT OR REALIZATION BY SUCH BANK OF SUCH
INCREASED COST OR REDUCTION (AND SUCH CERTIFICATE SHALL CERTIFY THAT THE AMOUNTS
SET FORTH THEREIN WERE PAID OR REALIZED WITHIN SUCH THIRTY-DAY PERIOD) AND
(Z) THE THIRTIETH DAY IMMEDIATELY FOLLOWING SUCH BANK'S KNOWLEDGE OF THE
INCURRENCE OR REALIZATION BY SUCH BANK OF SUCH INCREASED COST OR REDUCTION (AND
SUCH CERTIFICATE SHALL SO CERTIFY).
(B)
IN THE EVENT THAT ANY BANK SHALL HAVE DETERMINED THAT THE ADOPTION
AFTER THE DATE HEREOF OF ANY LAW, RULE, GUIDELINE OR REGULATION REGARDING
CAPITAL ADEQUACY, OR ANY CHANGE AFTER THE DATE HEREOF IN ANY EXISTING OR FUTURE
LAW, RULE, GUIDELINE OR REGULATION REGARDING CAPITAL ADEQUACY (EXCLUDING,
HOWEVER, THE PHASING-IN OF ANY EXISTING LAW, RULE, REGULATION OR GUIDELINE
REGARDING CAPITAL ADEQUACY) OR IN THE INTERPRETATION OR APPLICATION THEREOF OR
COMPLIANCE BY SUCH BANK OR ANY CORPORATION CONTROLLING SUCH BANK WITH ANY
REQUEST OR DIRECTIVE MADE OR ADOPTED AFTER THE DATE HEREOF REGARDING CAPITAL
ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY CENTRAL BANK OR
GOVERNMENTAL AUTHORITY, DOES OR SHALL HAVE THE EFFECT OF
30
REDUCING THE RATE OF RETURN ON SUCH BANK'S OR SUCH CORPORATION'S CAPITAL AS A
CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER TO A LEVEL BELOW THAT WHICH SUCH BANK
OR SUCH CORPORATION COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, CHANGE OR
COMPLIANCE (TAKING INTO CONSIDERATION SUCH BANK'S OR SUCH CORPORATION'S POLICIES
WITH RESPECT TO CAPITAL ADEQUACY) BY AN AMOUNT DEEMED BY SUCH BANK TO BE
MATERIAL, THEN FROM TIME TO TIME, WITHIN 30 DAYS AFTER RECEIPT (WHENEVER
OCCURRING) OF A CERTIFICATE FROM SUCH BANK (WHICH SHALL BE EXECUTED BY AN
OFFICER THEREOF AND A COPY OF WHICH SHALL BE DELIVERED TO THE ADMINISTRATIVE
AGENT), THE BORROWERS JOINTLY AND SEVERALLY AGREE TO PAY TO SUCH BANK SUCH
ADDITIONAL AMOUNTS AS ARE STATED THEREIN TO BE REQUIRED TO COMPENSATE IT FOR
SUCH REDUCTION; PROVIDED, HOWEVER, THAT IF SUCH BORROWER BECOMES OBLIGATED TO
PAY ANY BANK ANY ADDITIONAL AMOUNT PURSUANT TO THIS SUBSECTION 2.13(B), SUCH
BORROWER SHALL HAVE THE RIGHT, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND
IS THEN CONTINUING, UPON GIVING NOTICE TO THE ADMINISTRATIVE AGENT AND SUCH BANK
IN ACCORDANCE WITH SUBSECTION 2.6, TO PREPAY IN FULL THE LOANS OF SUCH BANK,
TOGETHER WITH ACCRUED INTEREST THEREON, ANY AMOUNTS PAYABLE PURSUANT TO
SUBSECTIONS 2.13, 2.14, 2.15 AND 2.17 AND ANY ACCRUED AND UNPAID COMMITMENT FEE
OR OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND/OR, UPON GIVING NOT LESS THAN THREE
BUSINESS DAYS' NOTICE