FIRST INTEREST PERIOD
THEREFOR.
26
(E)
AT ITS OPTION AND UPON WRITTEN NOTICE GIVEN PRIOR TO 10:00 A.M.
(DALLAS, TEXAS TIME) AT LEAST THREE (3) BUSINESS DAYS' PRIOR TO THE DATE OF SUCH
PREPAYMENT, ANY BORROWER MAY PREPAY THE EURODOLLAR RATE LOANS IN WHOLE AT ANY
TIME OR IN PART FROM TIME TO TIME WITH ACCRUED INTEREST ON THE PRINCIPAL BEING
PREPAID TO THE DATE OF SUCH REPAYMENT. SUCH BORROWER SHALL SPECIFY THE DATE OF
PREPAYMENT OF ADVANCES WHICH ARE EURODOLLAR RATE LOANS AND THE AMOUNT OF SUCH
PREPAYMENT. IN THE EVENT THAT ANY PREPAYMENT OF A EURODOLLAR RATE LOAN IS
REQUIRED OR PERMITTED ON A DATE OTHER THAN THE LAST BUSINESS DAY OF THE THEN
CURRENT INTEREST PERIOD WITH RESPECT THERETO, SUCH BORROWER SHALL INDEMNIFY
AGENT AND LENDERS THEREFOR IN ACCORDANCE WITH SECTION 2.2(F) HEREOF.
(F)
EACH BORROWER SHALL INDEMNIFY AGENT AND LENDERS AND HOLD AGENT
AND LENDERS HARMLESS FROM AND AGAINST ANY AND ALL LOSSES OR EXPENSES THAT AGENT
AND LENDERS MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF ANY PREPAYMENT, CONVERSION
OF OR ANY DEFAULT BY ANY BORROWER IN THE PAYMENT OF THE PRINCIPAL OF OR INTEREST
ON ANY EURODOLLAR RATE LOAN OR FAILURE BY ANY BORROWER TO COMPLETE A BORROWING
OF, A PREPAYMENT OF OR CONVERSION OF OR TO A EURODOLLAR RATE LOAN AFTER NOTICE
THEREOF HAS BEEN GIVEN, INCLUDING, BUT NOT LIMITED TO, ANY INTEREST PAYABLE BY
AGENT OR LENDERS TO LENDERS OF FUNDS OBTAINED BY IT IN ORDER TO MAKE OR MAINTAIN
ITS EURODOLLAR RATE LOANS HEREUNDER. A CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS
PAYABLE PURSUANT TO THE FOREGOING SENTENCE SUBMITTED BY AGENT OR ANY LENDER TO
BORROWING AGENT SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(G)
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IF ANY APPLICABLE LAW,
TREATY, REGULATION OR DIRECTIVE, OR ANY CHANGE THEREIN OR IN THE INTERPRETATION
OR APPLICATION THEREOF, SHALL MAKE IT UNLAWFUL FOR ANY LENDER (FOR PURPOSES OF
THIS SUBSECTION (G), THE TERM "LENDER" SHALL INCLUDE ANY LENDER AND THE OFFICE
OR BRANCH WHERE ANY LENDER OR ANY CORPORATION OR BANK CONTROLLING SUCH LENDER
MAKES OR MAINTAINS ANY EURODOLLAR RATE LOANS) TO MAKE OR MAINTAIN ITS EURODOLLAR
RATE LOANS, THE OBLIGATION OF LENDERS TO MAKE EURODOLLAR RATE LOANS HEREUNDER
SHALL FORTHWITH BE CANCELLED AND BORROWERS SHALL, IF ANY AFFECTED EURODOLLAR
RATE LOANS ARE THEN OUTSTANDING, PROMPTLY UPON REQUEST FROM AGENT, EITHER PAY
ALL SUCH AFFECTED EURODOLLAR RATE LOANS OR CONVERT SUCH AFFECTED EURODOLLAR RATE
LOANS INTO LOANS OF ANOTHER TYPE. IF ANY SUCH PAYMENT OR CONVERSION OF ANY
EURODOLLAR RATE LOAN IS MADE ON A DAY THAT IS NOT THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE TO SUCH EURODOLLAR RATE LOAN, BORROWERS SHALL PAY AGENT, UPON
AGENT'S REQUEST, SUCH AMOUNT OR AMOUNTS AS MAY BE NECESSARY TO COMPENSATE
LENDERS FOR ANY LOSS OR EXPENSE SUSTAINED OR INCURRED BY LENDERS IN RESPECT OF
SUCH EURODOLLAR RATE LOAN AS A RESULT OF SUCH PAYMENT OR CONVERSION, INCLUDING
(BUT NOT LIMITED TO) ANY INTEREST OR OTHER AMOUNTS PAYABLE BY LENDERS TO LENDERS
OF