PERIOD, OVER (II) THE AMOUNT OF INTEREST (AS
REASONABLY DETERMINED BY SUCH LENDER) THAT SUCH LENDER WOULD EARN ON SUCH
PRINCIPAL AMOUNT FOR SUCH PERIOD IF SUCH LENDER WERE TO INVEST SUCH PRINCIPAL
AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE THAT WOULD BE BID BY SUCH LENDER (OR
AN AFFILIATE OF SUCH LENDER) FOR DEPOSITS IN DOLLARS FROM OTHER BANKS IN THE
EURODOLLAR MARKET AT THE COMMENCEMENT OF SUCH PERIOD.
A CERTIFICATE OF ANY
LENDER SETTING FORTH ANY AMOUNT OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO
RECEIVE PURSUANT TO THIS SECTION SHALL BE DELIVERED TO THE BORROWER AND SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
THE BORROWER SHALL PAY SUCH LENDER THE AMOUNT
SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 15 DAYS AFTER RECEIPT THEREOF.
SECTION 2.17.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE
ADOPTION OF OR ANY CHANGE IN APPLICABLE LAW OR REGULATION 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 PRIME LOANS INTO EURODOLLAR LOANS SHALL
FORTHWITH BE CANCELED AND (B) SUCH LENDER'S LOANS THEN OUTSTANDING AS EURODOLLAR
LOANS, IF ANY, SHALL BE CONVERTED AUTOMATICALLY TO PRIME 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 OR
REPAYMENT 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 2.16.
IF CIRCUMSTANCES SUBSEQUENTLY CHANGE SO THAT ANY AFFECTED LENDER SHALL DETERMINE
THAT IT IS NO LONGER SO AFFECTED, SUCH LENDER WILL PROMPTLY NOTIFY THE BORROWER
AND THE ADMINISTRATIVE AGENT, AND UPON RECEIPT OF SUCH NOTICE, THE OBLIGATIONS
OF SUCH LENDER TO MAKE OR CONTINUE EURODOLLAR LOANS OR TO CONVERT PRIME LOANS
INTO EURODOLLAR LOANS SHALL BE REINSTATED.
ARTICLE III
REPRESENTATIONS OF BORROWER
The Borrower represents as follows:
(A)
THE BORROWER HAS BEEN DULY ORGANIZED AND IS VALIDLY EXISTING AND, IF
APPLICABLE, IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, AND THE BORROWER HAS ALL REQUISITE POWER AND AUTHORITY TO CONDUCT
ITS BUSINESS, TO OWN ITS PROPERTIES AND TO EXECUTE, DELIVER AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS AGREEMENT
HAVE BEEN, OR PRIOR TO THE EFFECTIVE DATE WILL BE, DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION AND DO NOT AND WILL NOT, AS OF THE EFFECTIVE DATE,
VIOLATE ANY PROVISION OF ANY LAW OR REGULATION, OR CONTRACTUAL OR CORPORATE
RESTRICTIONS BINDING ON THE BORROWER AND MATERIAL TO THE BORROWER AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE.
(C)
AS OF THE EFFECTIVE DATE, THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF THE BORROWER, ENFORCEABLE