AGENT OR SUCH LENDER IN THE EVENT THE ADMINISTRATIVE AGENT OR
SUCH LENDER IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
THIS PARAGRAPH SHALL NOT BE CONSTRUED TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY
LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING TO
ITS TAXES WHICH IT DEEMS CONFIDENTIAL) TO THE BORROWER OR ANY OTHER PERSON.
(G)
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE REVOLVING LOANS AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER.
19
2.14
INDEMNITY.
THE BORROWER AGREES TO INDEMNIFY EACH
LENDER FOR, AND TO HOLD EACH LENDER HARMLESS FROM, ANY LOSS OR EXPENSE THAT SUCH
LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (A) DEFAULT BY THE BORROWER IN
MAKING A BORROWING OF, CONVERSION INTO OR CONTINUATION OF EURODOLLAR LOANS AFTER
THE BORROWER HAS GIVEN A NOTICE REQUESTING THE SAME IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, (B) DEFAULT BY THE BORROWER IN MAKING ANY
PREPAYMENT OF OR CONVERSION FROM EURODOLLAR LOANS AFTER THE BORROWER HAS GIVEN A
NOTICE THEREOF IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR (C) THE
MAKING OF A PREPAYMENT OF EURODOLLAR LOANS ON A DAY THAT IS NOT THE LAST DAY OF
AN INTEREST PERIOD WITH RESPECT THERETO.
SUCH INDEMNIFICATION MAY INCLUDE AN
AMOUNT EQUAL TO THE EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST THAT WOULD
HAVE ACCRUED ON THE AMOUNT SO PREPAID, OR NOT SO BORROWED, CONVERTED OR
CONTINUED, FOR THE PERIOD FROM THE DATE OF SUCH PREPAYMENT OR OF SUCH FAILURE TO
BORROW, CONVERT OR CONTINUE TO THE LAST DAY OF SUCH INTEREST PERIOD (OR, IN THE
CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, THE INTEREST PERIOD THAT WOULD
HAVE COMMENCED ON THE DATE OF SUCH FAILURE) IN EACH CASE AT THE APPLICABLE RATE
OF INTEREST FOR SUCH REVOLVING LOANS PROVIDED FOR HEREIN (EXCLUDING, HOWEVER,
THE APPLICABLE MARGIN INCLUDED THEREIN, IF ANY) OVER (II) THE AMOUNT OF INTEREST
(AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD HAVE ACCRUED TO SUCH LENDER
ON SUCH AMOUNT BY PLACING SUCH AMOUNT ON DEPOSIT FOR A COMPARABLE PERIOD WITH
LEADING BANKS IN THE INTERBANK EURODOLLAR MARKET.
A CERTIFICATE AS TO ANY
AMOUNTS PAYABLE PURSUANT TO THIS SECTION SUBMITTED TO THE BORROWER BY ANY LENDER
SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
THIS COVENANT SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE REVOLVING LOANS
AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
2.15
CHANGE OF LENDING OFFICE.
EACH LENDER AGREES
THAT, UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF
SECTION 2.12 OR 2.13(A) WITH RESPECT TO SUCH LENDER, IT WILL, IF REQUESTED BY
THE BORROWER, USE REASONABLE EFFORTS (SUBJECT TO OVERALL POLICY CONSIDERATIONS
OF SUCH LENDER) TO DESIGNATE ANOTHER LENDING OFFICE FOR ANY REVOLVING LOANS
AFFECTED BY SUCH EVENT WITH THE OBJECT OF AVOIDING THE CONSEQUENCES OF SUCH
EVENT; PROVIDED, THAT SUCH DESIGNATION IS MADE ON TERMS THAT, IN THE SOLE
JUDGMENT OF SUCH LENDER,