THE BORROWER WILL INDEMNIFY EACH LENDER FOR ANY LOSS OR
COST INCURRED BY IT RESULTING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY LOSS
OR COST IN LIQUIDATING OR EMPLOYING DEPOSITS REQUIRED TO FUND OR MAINTAIN THE
EURODOLLAR LOAN.
SECTION 2.18
LENDER STATEMENTS; SURVIVAL OF INDEMNITY.
TO THE EXTENT
REASONABLY POSSIBLE, EACH LENDER SHALL DESIGNATE AN ALTERNATE LENDING OFFICE
WITH RESPECT TO ITS EURODOLLAR LOANS TO REDUCE ANY LIABILITY OF THE BORROWER TO
SUCH LENDER UNDER SECTIONS 2.14 AND 2.15 OR TO AVOID THE UNAVAILABILITY OF
EURODOLLAR LOANS.
EACH LENDER SHALL DELIVER A WRITTEN STATEMENT OF SUCH LENDER
AS TO THE AMOUNT DUE, IF ANY, UNDER SECTIONS 2.14, 2.15 OR 2.17.
SUCH WRITTEN
STATEMENT SHALL SET FORTH IN REASONABLE DETAIL THE CALCULATIONS UPON WHICH SUCH
LENDER DETERMINED SUCH AMOUNT AND SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
BORROWER IN THE ABSENCE OF MANIFEST ERROR.
DETERMINATION OF AMOUNTS PAYABLE
UNDER SUCH SECTIONS IN CONNECTION WITH A EURODOLLAR LOAN SHALL BE CALCULATED AS
THOUGH EACH LENDER FUNDED ITS EURODOLLAR LOAN THROUGH THE PURCHASE OF A DEPOSIT
OF THE TYPE AND MATURITY CORRESPONDING TO THE DEPOSIT USED AS A REFERENCE IN
DETERMINING THE EURODOLLAR RATE APPLICABLE TO SUCH LOAN, WHETHER IN FACT THAT IS
THE CASE OR NOT.
UNLESS OTHERWISE PROVIDED HEREIN, THE AMOUNT SPECIFIED IN THE
WRITTEN STATEMENT SHALL BE PAYABLE ON DEMAND AFTER RECEIPT BY THE BORROWER OF
THE WRITTEN STATEMENT.
THE
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OBLIGATIONS OF THE BORROWER UNDER SECTIONS 2.14, 2.15 AND 2.17 SHALL SURVIVE
PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.
SECTION 2.19
EXTENSION OF TERMINATION DATE.
(A)
NOT MORE THAN ONCE IN ANY
FISCAL YEAR OF THE BORROWER, THE BORROWER MAY REQUEST AN EXTENSION OF THE
TERMINATION DATE TO THE FIRST OR SECOND ANNIVERSARY OF THE THEN SCHEDULED
TERMINATION DATE (BUT IN NO EVENT LATER THAN THE FOURTH ANNIVERSARY OF THE DATE
OF SUCH REQUEST) BY SUBMITTING A REQUEST FOR AN EXTENSION TO THE AGENT NOT LESS
THAN 180 DAYS PRIOR TO THE THEN SCHEDULED TERMINATION DATE.
AT THE TIME OF OR
PRIOR TO THE DELIVERY OF SUCH REQUEST, THE BORROWER SHALL PROPOSE TO THE AGENT
THE AMOUNT OF THE FEES THAT THE BORROWER WOULD AGREE TO PAY WITH RESPECT TO SUCH
EXTENSION IF APPROVED BY THE LENDERS.
PROMPTLY UPON (BUT NOT LATER THAN FIVE
BUSINESS DAYS AFTER) THE AGENT'S RECEIPT AND APPROVAL OF THE EXTENSION REQUEST
AND FEE PROPOSAL (AS SO APPROVED, THE "EXTENSION REQUEST"), THE AGENT SHALL
DELIVER TO EACH LENDER A COPY OF, AND SHALL REQUEST EACH LENDER TO APPROVE, THE
EXTENSION REQUEST.
EACH LENDER APPROVING THE EXTENSION REQUEST SHALL DELIVER
ITS WRITTEN APPROVAL NO LATER THAN 60 DAYS AFTER SUCH LENDER'S RECEIPT OF THE
EXTENSION REQUEST.
IF THE WRITTEN APPROVAL OF THE EXTENSION REQUEST BY THE
LENDERS WHOSE PRO RATA SHARES EQUAL OR EXCEED 66-2/3% IN THE AGGREGATE IS
RECEIVED BY THE AGENT WITHIN SUCH 60-DAY PERIOD, THE TERMINATION DATE SHALL BE
EXTENDED TO THE FIRST OR SECOND ANNIVERSARY OF THE THEN SCHEDULED TERMINATION
DATE (AS SPECIFIED IN THE EXTENSION REQUEST) BUT ONLY WITH