WITH THE PROVISIONS OF THIS AGREEMENT, (B)
DEFAULT BY THE BORROWER IN MAKING
ANY PREPAYMENT AFTER THE BORROWER HAS GIVEN A NOTICE THEREOF IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT OR (C) THE MAKING OF A PREPAYMENT OR CONVERSION
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 CONVERTED, OR NOT SO BORROWED, CONVERTED OR CONTINUED, FOR
THE PERIOD FROM THE DATE OF SUCH PREPAYMENT OR CONVERSION 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 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 LOANS AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER.
A-12
2.19
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION
HEREIN, IF THE ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE
INTERPRETATION OR APPLICATION THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO
MAKE OR MAINTAIN EURODOLLAR LOANS AS CONTEMPLATED BY THIS AGREEMENT, (A) THE
COMMITMENT OF SUCH LENDER HEREUNDER TO MAKE EURODOLLAR LOANS, CONTINUE
EURODOLLAR LOANS AS SUCH AND CONVERT BASE RATE LOANS TO EURODOLLAR LOANS SHALL
FORTHWITH BE CANCELED AND (B) SUCH LENDER'S LOANS THEN OUTSTANDING AS EURODOLLAR
LOANS, IF ANY, SHALL BE CONVERTED AUTOMATICALLY TO BASE RATE LOANS ON THE
RESPECTIVE LAST DAYS OF THE THEN CURRENT INTEREST PERIODS WITH RESPECT TO SUCH
LOANS OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW.
IF ANY SUCH CONVERSION
OF A EURODOLLAR LOAN OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF THE THEN
CURRENT INTEREST PERIOD WITH RESPECT THERETO, THE BORROWER SHALL PAY TO SUCH
LENDER SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO SECTION 2.18.
2.20
CHANGE OF LENDING OFFICE.
EACH LENDER AGREES
THAT, UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF
SECTION 2.16, 2.17(A) OR 2.19 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 LOANS
AFFECTED BY SUCH EVENT WITH THE OBJECT OF AVOIDING THE CONSEQUENCES OF SUCH
EVENT; PROVIDED, THAT SUCH DESIGNATION