IN WRITING TO LENDER ITS
OBLIGATION TO PAY SUCH AMOUNTS PURSUANT TO THIS AGREEMENT; AND (II) THE BORROWER
SHALL REIMBURSE LENDER FOR ITS ATTORNEYS' AND ACCOUNTANTS' FEES AND
DISBURSEMENTS INCURRED IN SO COOPERATING WITH THE BORROWER IN CONTESTING THE
IMPOSITION
35
OF SUCH TAX; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, LENDER SHALL
NOT BE REQUIRED TO AFFORD THE BORROWER THE OPPORTUNITY TO CONTEST, OR COOPERATE
WITH THE BORROWER IN CONTESTING, THE IMPOSITION OF ANY TAXES, IF LENDER IN GOOD
FAITH DETERMINES THAT TO DO SO WOULD HAVE AN ADVERSE EFFECT ON IT.
2.14
LENDING INSTALLATIONS.
LENDER MAY BOOK ITS LOANS
OR LETTERS OF CREDIT AT ANY LENDING INSTALLATION SELECTED BY LENDER AND MAY
CHANGE ITS LENDING INSTALLATION FROM TIME TO TIME UPON REASONABLE WRITTEN NOTICE
THEREOF TO THE BORROWER.
ALL TERMS OF THIS AGREEMENT SHALL APPLY TO ANY SUCH
LENDING INSTALLATION.
LENDER MAY, BY WRITTEN OR FACSIMILE NOTICE TO THE
BORROWER, DESIGNATE A LENDING INSTALLATION THROUGH WHICH LOANS WILL BE MADE BY
IT AND FOR WHOSE ACCOUNT LOAN PAYMENTS AND/OR PAYMENTS OF L/C OBLIGATIONS ARE TO
BE MADE.
2.15
TERMINATION DATE.
THIS AGREEMENT SHALL BE
EFFECTIVE UNTIL THE TERMINATION DATE.
NOTWITHSTANDING THE TERMINATION OF THIS
AGREEMENT, UNTIL (A) ALL OF THE OBLIGATIONS (OTHER THAN CONTINGENT INDEMNITY
OBLIGATIONS) SHALL HAVE BEEN FULLY PAID AND SATISFIED IN CASH, (B) ALL FINANCING
ARRANGEMENTS AMONG THE BORROWER AND THE LENDER PURSUANT TO THIS AGREEMENT SHALL
HAVE BEEN TERMINATED AND (C) ALL OF THE LETTERS OF CREDIT SHALL HAVE EXPIRED,
BEEN CANCELED, TERMINATED OR CASH COLLATERALIZED IN ACCORDANCE WITH
SECTION 3.11, ALL OF THE RIGHTS AND REMEDIES UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL SURVIVE.
2.16
JUDGMENT CURRENCY.
IF, FOR THE PURPOSES OF
OBTAINING JUDGMENT IN ANY COURT, IT IS NECESSARY TO CONVERT A SUM DUE FROM THE
BORROWER HEREUNDER IN THE CURRENCY EXPRESSED TO BE PAYABLE HEREIN (THE
"SPECIFIED CURRENCY") INTO ANOTHER CURRENCY, THE PARTIES HERETO AGREE, TO THE
FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO SO, THAT THE RATE OF EXCHANGE USED
SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL BANKING PROCEDURES THE LENDER
COULD PURCHASE THE SPECIFIED CURRENCY WITH SUCH OTHER CURRENCY AT THE LENDER'S
MAIN OFFICE IN CHICAGO, ILLINOIS ON THE BUSINESS DAY PRECEDING THAT ON WHICH THE
FINAL, NON-APPEALABLE JUDGMENT IS GIVEN.
THE OBLIGATIONS OF THE BORROWER IN
RESPECT OF ANY SUM DUE TO ANY LENDER HEREUNDER SHALL, NOTWITHSTANDING ANY
JUDGMENT IN A CURRENCY OTHER THAN THE SPECIFIED CURRENCY, BE DISCHARGED ONLY TO
THE EXTENT THAT ON THE BUSINESS DAY FOLLOWING RECEIPT BY SUCH LENDER OF ANY SUM
ADJUDGED TO BE SO DUE IN SUCH OTHER CURRENCY SUCH LENDER MAY IN ACCORDANCE WITH
NORMAL, REASONABLE BANKING PROCEDURES PURCHASE THE SPECIFIED CURRENCY WITH SUCH
OTHER CURRENCY.
IF THE AMOUNT OF THE SPECIFIED CURRENCY SO PURCHASED IS LESS
THAN THE SUM ORIGINALLY DUE TO LENDER IN THE SPECIFIED CURRENCY, THE BORROWER
AGREES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, AS A SEPARATE
OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY LENDER AGAINST
SUCH LOSS, AND