COMPENSATION UNDER THIS PARAGRAPH, THEN THE BORROWER WILL PAY TO SUCH BANK ON
EACH INTEREST PAYMENT DATE WITH RESPECT TO EACH AFFECTED FOREIGN CURRENCY LOAN
AN AMOUNT THAT WILL COMPENSATE SUCH BANK FOR SUCH ADDITIONAL COST; PROVIDED,
THAT THE BORROWERS SHALL NOT BE REQUIRED TO COMPENSATE A BANK PURSUANT TO THIS
PARAGRAPH FOR ANY AMOUNTS INCURRED MORE THAN THREE MONTHS PRIOR TO THE DATE THAT
SUCH BANKS NOTIFIES THE BORROWERS OF SUCH BANK'S INTENTION TO CLAIM COMPENSATION
THEREFOR; AND PROVIDED FURTHER THAT, IF THE CIRCUMSTANCES GIVING RISE TO SUCH
CLAIM HAVE A RETROACTIVE EFFECT, THEN SUCH THREE-MONTH PERIOD SHALL BE EXTENDED
TO INCLUDE THE PERIOD OF SUCH RETROACTIVE EFFECT.
NOTWITHSTANDING THE
FOREGOING, IF A BANK GIVES TO A BORROWER THE WRITTEN NOTICE CONTEMPLATED BY THE
PROVISO SET FORTH IN THE FOLLOWING SENTENCE, SUCH BORROWER SHALL HAVE THE RIGHT,
SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS THEN CONTINUING, UPON
32
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 OR PART OF THE COMMITMENT
OF ANY SUCH BANK.
SUCH PAYMENT SHALL BE MADE WITHIN FIFTEEN DAYS AFTER RECEIPT
BY THE RELEVANT BORROWER OF A CERTIFICATE, SIGNED BY AN OFFICER OF THE BANK
DELIVERING SUCH CERTIFICATE, WHICH CERTIFICATE SHALL BE BINDING AND CONCLUSIVE
IN THE ABSENCE OF DEMONSTRABLE ERROR, SPECIFYING THE PERIOD (PRIOR TO THE DATE
OF SUCH CERTIFICATE) DURING WHICH THE COST SET FORTH THEREIN WAS INCURRED BY
SUCH BANK AND STATING (I) THAT SUCH AMOUNT REPRESENTS THE ACTUAL COST, OR, IF AN
ACCURATE CALCULATION OF SUCH COST IS IMPRACTICABLE STATING THAT SUCH AMOUNT
REPRESENTS SUCH BANK'S REASONABLE ESTIMATE OF THE ACTUAL COST, INCURRED BY SUCH
BANK DURING SUCH PERIOD AS A RESULT OF THE APPLICATION OF SUCH RESERVE, LIQUID
ASSET OR SIMILAR REQUIREMENTS IN AN AMOUNT EQUAL TO SUCH BANK'S FOREIGN CURRENCY
LOANS DURING SUCH PERIOD AND SPECIFIED IN SUCH CERTIFICATE AND (II) THAT THE
AMOUNT SET FORTH THEREIN DOES NOT IN ANY EVENT EXCEED THE AMOUNT OBTAINABLE
UTILIZING SUCH RESERVES PRESCRIBED FOR SUCH PERIOD BY SUCH GOVERNMENTAL
AUTHORITY HAVING JURISDICTION WITH RESPECT THERETO; PROVIDED THAT THE OBLIGATION
OF THE BORROWERS TO PAY ANY AMOUNTS PURSUANT TO THIS SUBSECTION 2.13(D) SHALL
APPLY ONLY IN THE CASE OF THOSE BANKS THAT GIVE TO THE RELEVANT BORROWER AND THE
ADMINISTRATIVE AGENT, NO LATER THAN 3:00 P.M. (LOCAL TIME) ON THE DAY THAT IS
TWO WORKING DAYS PRIOR TO THE APPLICABLE BORROWING DATE THEREFOR, A WRITTEN
NOTICE STATING THAT SUCH BANK INTENDS TO DEMAND REIMBURSEMENT PURSUANT HERETO.
A BANK WHICH DEMANDS REIMBURSEMENT OF RESERVE COSTS HEREUNDER ON ACCOUNT OF A
FOREIGN CURRENCY LOAN MADE BY SUCH BANK SHALL DELIVER THE CERTIFICATE REFERRED
TO