have been
applied to repay the Eurodollar Loans that would have been made by such Lender
or the converted Eurodollar Loans of such Lender shall instead be applied to
repay the ABR Loans made by such Lender in lieu of, or resulting from the
conversion of, such Eurodollar Loans.
(B)
FOR PURPOSES OF THIS SECTION 2.15, A NOTICE TO THE BORROWER BY ANY LENDER
SHALL BE EFFECTIVE AS TO EACH EURODOLLAR LOAN MADE BY SUCH LENDER, IF LAWFUL, ON
THE LAST DAY OF THE INTEREST PERIOD THEN APPLICABLE TO SUCH EURODOLLAR LOAN; IN
ALL OTHER CASES SUCH NOTICE SHALL BE EFFECTIVE ON THE DATE OF RECEIPT BY THE
BORROWER.
SECTION 2.16.
INDEMNITY.
THE BORROWER SHALL INDEMNIFY EACH LENDER
AGAINST ANY LOSS OR EXPENSE THAT SUCH LENDER MAY SUSTAIN OR INCUR AS A
CONSEQUENCE OF (A) ANY EVENT, OTHER THAN A DEFAULT BY SUCH LENDER IN THE
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, WHICH RESULTS IN (I) SUCH LENDER
RECEIVING OR BEING DEEMED TO RECEIVE ANY AMOUNT ON ACCOUNT OF THE PRINCIPAL OF
ANY EURODOLLAR LOAN PRIOR TO THE END OF THE INTEREST PERIOD IN EFFECT THEREFOR,
(II) THE CONVERSION OF ANY EURODOLLAR LOAN TO AN ABR LOAN, OR THE CONVERSION OF
THE INTEREST PERIOD WITH RESPECT TO ANY EURODOLLAR LOAN, IN EACH CASE OTHER THAN
ON THE LAST DAY OF THE INTEREST PERIOD IN EFFECT THEREFOR, OR (III) ANY
EURODOLLAR LOAN TO BE MADE BY SUCH LENDER NOT BEING MADE AFTER NOTICE OF SUCH
LOAN SHALL HAVE BEEN GIVEN BY THE BORROWER HEREUNDER (ANY OF THE EVENTS REFERRED
TO IN THIS CLAUSE (A) BEING CALLED A "BREAKAGE EVENT") OR (B) ANY DEFAULT IN THE
MAKING OF ANY PAYMENT OR PREPAYMENT REQUIRED TO BE MADE HEREUNDER.
IN THE CASE
OF ANY BREAKAGE EVENT, SUCH LOSS SHALL INCLUDE AN AMOUNT EQUAL TO THE EXCESS, AS
REASONABLY DETERMINED BY SUCH LENDER, OF (I) ITS COST OF OBTAINING FUNDS FOR THE
EURODOLLAR LOAN THAT IS THE SUBJECT OF SUCH BREAKAGE EVENT FOR THE PERIOD FROM
THE DATE OF SUCH BREAKAGE EVENT TO THE LAST DAY OF THE INTEREST PERIOD IN EFFECT
(OR THAT WOULD HAVE BEEN IN EFFECT) FOR SUCH LOAN OVER (II) THE AMOUNT OF
INTEREST LIKELY TO BE REALIZED BY SUCH LENDER IN REDEPLOYING THE FUNDS RELEASED
OR NOT UTILIZED BY REASON OF SUCH BREAKAGE EVENT FOR SUCH PERIOD. A CERTIFICATE
OF ANY LENDER SETTING FORTH ANY AMOUNT OR AMOUNTS
29
WHICH SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION 2.16 SHALL BE
DELIVERED TO THE BORROWER AND SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
SECTION 2.17.
PRO RATA TREATMENT.
EXCEPT AS REQUIRED UNDER
SECTION 2.13, 2.14, 2.20 OR 2.21, EACH LOAN, EACH PAYMENT OR PREPAYMENT OF
PRINCIPAL OF ANY LOAN, EACH PAYMENT OF INTEREST ON THE LOANS, EACH REDUCTION OF
THE COMMITMENTS AND EACH CONVERSION OF ANY LOAN TO OR CONTINUATION OF ANY LOAN
SHALL BE ALLOCATED PRO RATA AMONG THE LENDERS IN ACCORDANCE WITH THEIR
RESPECTIVE APPLICABLE COMMITMENTS (OR, IF SUCH COMMITMENTS SHALL HAVE EXPIRED OR
BEEN TERMINATED, IN