ANY APPLICABLE LAW,
REGULATION OR GUIDELINE (INCLUDING THE PHASING-IN OF A PROVISION OF ANY
APPLICABLE LAW, REGULATION OR GUIDELINE) OR IN THE INTERPRETATION THEREOF BY ANY
GOVERNMENTAL OR OTHER REGULATORY AUTHORITY CHARGED WITH THE ADMINISTRATION
THEREOF OR ANY COURT OF COMPETENT JURISDICTION AND/OR (II) COMPLIANCE BY SUCH
BANK WITH ANY REQUIREMENT ADOPTED AFTER THE DATE HEREOF OR DIRECTIVE ADOPTED
AFTER THE DATE HEREOF FROM ANY
29
CENTRAL BANK OR OTHER FISCAL, MONETARY OR OTHER REGULATORY AUTHORITY (WHETHER OR
NOT HAVING THE FORCE OF LAW), THERE SHALL BE ANY INCREASE IN THE COST OF SUCH
BANK OF MAINTAINING OR GIVING EFFECT TO ITS OBLIGATIONS WITH RESPECT TO
COMMITTED RATE LOANS UNDER THIS AGREEMENT OR MAINTAINING ITS COMMITMENT WITH
RESPECT TO COMMITTED RATE LOANS OR MAKING OR MAINTAINING ANY EUROCURRENCY LOANS
OR ANY REDUCTION IN ANY AMOUNT RECEIVABLE BY SUCH BANK IN RESPECT OF
EUROCURRENCY LOANS UNDER THIS AGREEMENT, NOTWITHSTANDING THE REASONABLE EFFORTS
(SUCH REASONABLE EFFORTS NOT TO RESULT IN THE INCURRENCE OF ADDITIONAL COSTS OR
EXPENSES) OF SUCH BANK TO MITIGATE SUCH INCREASE OR REDUCTION (EXCLUDING FOR
PURPOSES OF THIS SUBSECTION 2.13 ANY SUCH INCREASED COSTS RESULTING FROM
(X) FOREIGN TAXES (AS TO WHICH SUBSECTION 2.17 SHALL GOVERN) AND (Y) CHANGES IN
THE BASIS OF TAXATION OF OVERALL NET INCOME OR OVERALL GROSS INCOME BY THE
UNITED STATES OR BY THE FOREIGN JURISDICTION OR STATE UNDER THE LAWS OF WHICH
SUCH BANK IS ORGANIZED OR HAS ITS APPLICABLE LENDING OFFICE OR ANY POLITICAL
SUBDIVISION THEREOF), THEN THE RELEVANT BORROWER SHALL FROM TIME TO TIME ON
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) PAY TO SUCH BANK SUCH AMOUNTS AS ARE STATED THEREIN TO BE
REQUIRED TO INDEMNIFY SUCH BANK AGAINST SUCH INCREASED COSTS OR REDUCTION;
PROVIDED, HOWEVER, THAT IF SUCH BORROWER BECOMES OBLIGATED TO PAY ANY BANK ANY
ADDITIONAL AMOUNT PURSUANT TO THIS SUBSECTION 2.13(A), 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 TO SUCH BANK PURSUANT TO SUBSECTIONS 2.13,
2.14, 2.15 AND 2.17 AND ANY ACCRUED AND UNPAID COMMITMENT FEE OR OTHER AMOUNT
PAYABLE TO SUCH BANK HEREUNDER AND/OR, UPON GIVING NOT LESS THAN THREE BUSINESS
DAYS' NOTICE TO ANY SUCH BANK AND THE ADMINISTRATIVE AGENT, TO CANCEL THE WHOLE
OR PART OF THE COMMITMENT OF ANY SUCH BANK; PROVIDED, FURTHER, THAT SUCH
BORROWER SHALL NOT BE OBLIGATED TO PAY ANY BANK ANY ADDITIONAL AMOUNT PURSUANT
TO THIS SUBSECTION 2.13(A) (A) WHICH CONSTITUTES A PRESENT OR FUTURE INCOME,
STAMP OR OTHER TAX, LEVY, IMPOST, DUTY, CHARGE, FEE, DEDUCTION OR WITHHOLDING
REFERRED TO IN SUBSECTION 2.17(A) OR (B) AS A RESULT OF ANY LAW, RULE,
GUIDELINE, REGULATION, REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY REFERRED
TO