TO ANY SUCH BANK AND THE ADMINISTRATIVE AGENT, TO CANCEL
THE WHOLE OR PART OF THE COMMITMENT OF ANY SUCH BANK (BUT ONLY IF AFTER GIVING
EFFECT TO SUCH CANCELLATION AND PREPAYMENT THE AGGREGATE PRINCIPAL AMOUNT OF
OUTSTANDING LOANS DOES NOT EXCEED THE TOTAL COMMITMENTS).
A CERTIFICATE OF SUCH
BANK AS TO THE AMOUNT OF SUCH REDUCTION SHALL SET FORTH IN REASONABLE DETAIL THE
COMPUTATION OF SUCH REDUCTION, AND SHALL BE BINDING AND CONCLUSIVE IN THE
ABSENCE OF MANIFEST ERROR.
A BANK WHICH DEMANDS INDEMNIFICATION HEREUNDER AS A
RESULT OF A REDUCTION REFERRED TO HEREIN SHALL DELIVER THE CERTIFICATE REFERRED
TO ABOVE TO THE RELEVANT BORROWER DEMANDING INDEMNIFICATION NO LATER THAN THE
LATER OF (I) THE THIRTIETH DAY IMMEDIATELY FOLLOWING EACH REALIZATION BY SUCH
BANK OF SUCH REDUCTION (AND SUCH CERTIFICATE SHALL CERTIFY THAT THE AMOUNTS SET
FORTH THEREIN WERE REALIZED WITHIN SUCH THIRTY-DAY PERIOD) AND (II) THE
THIRTIETH DAY IMMEDIATELY FOLLOWING SUCH BANK'S KNOWLEDGE OF THE REALIZATION BY
SUCH BANK OF SUCH REDUCTION (AND SUCH CERTIFICATE SHALL SO CERTIFY).
(C)
EACH BORROWER SHALL PAY TO EACH BANK THAT DELIVERS A CERTIFICATE TO
SUCH BORROWER IN ACCORDANCE WITH THE SECOND AND THIRD FOLLOWING SENTENCES SUCH
AMOUNTS AS SHALL BE NECESSARY TO REIMBURSE SUCH BANK FOR THE COSTS (DETERMINED
IN ACCORDANCE WITH THE IMMEDIATELY FOLLOWING SENTENCE), IF ANY, INCURRED BY SUCH
BANK, AS A RESULT OF THE APPLICATION TO SUCH BANK DURING ANY PERIOD ON WHICH
THERE ARE OUTSTANDING EUROCURRENCY LOANS ADVANCED BY SUCH BANK TO SUCH BORROWER
OF BASIC, SUPPLEMENTAL, MARGINAL AND EMERGENCY RESERVES UNDER ANY REGULATIONS OF
THE BOARD OR OTHER GOVERNMENTAL AUTHORITY HAVING JURISDICTION WITH RESPECT
THERETO DEALING WITH RESERVE REQUIREMENTS PRESCRIBED FOR EUROCURRENCY FUNDING
(CURRENTLY REFERRED TO AS "EUROCURRENCY LIABILITIES" IN REGULATION D OF SUCH
BOARD) MAINTAINED BY A MEMBER BANK OF SUCH SYSTEM (ANY SUCH RESERVES DEALING
WITH RESERVE REQUIREMENTS PRESCRIBED FOR EUROCURRENCY FUNDING BEING REFERRED TO
AS "RESERVES"), SUCH AMOUNT TO BE SET FORTH IN A CERTIFICATE OF SUCH BANK
DELIVERED TO THE RELEVANT BORROWER; PROVIDED, HOWEVER, THAT IF A BANK GIVES TO A
BORROWER THE WRITTEN NOTICE CONTEMPLATED BY THE PROVISO SET FORTH IN THE SECOND
FOLLOWING SENTENCE, 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 WORKING DAYS' NOTICE TO SUCH BANK AND THE
ADMINISTRATIVE AGENT, TO CANCEL THE WHOLE
31
OR PART OF THE COMMITMENT OF ANY SUCH BANK.
AMOUNTS CERTIFIED BY A BANK
HEREUNDER FOR ANY PERIOD SHALL REPRESENT SUCH BANK'S CALCULATION OR, IF AN
ACCURATE CALCULATION IS IMPRACTICABLE, REASONABLE ESTIMATE (USING SUCH
REASONABLE MEANS OF ALLOCATION AS SUCH BANK SHALL DETERMINE) OF THE ACTUAL
COSTS, IF ANY, THERETOFORE