PROCEEDS
OF COLLATERAL TO THE REVOLVING LOANS; AND (D) DEFAULT BY THE COMPANY IN MAKING
ANY PREPAYMENT AFTER THE COMPANY HAD GIVEN NOTICE TO THE AGENT THEREOF. THE
DETERMINATION BY THE AGENT AND ANY LENDER OF THE AMOUNT OF ANY SUCH LOSS OR
EXPENSE, WHEN SET FORTH IN A WRITTEN NOTICE TO
48
THE COMPANY, CONTAINING THE AGENT'S OR SUCH LENDER'S CALCULATIONS THEREOF IN
REASONABLE DETAIL, SHALL BE CONCLUSIVE ON THE COMPANY IN THE ABSENCE OF MANIFEST
ERROR.
CALCULATION OF ALL AMOUNTS PAYABLE UNDER THIS PARAGRAPH WITH REGARD TO
LIBOR LOANS SHALL BE MADE AS THOUGH THE AGENT AND ANY LENDER HAD ACTUALLY FUNDED
THE LIBOR LOANS THROUGH THE PURCHASE OF DEPOSITS IN THE RELEVANT MARKET AND
CURRENCY, AS THE CASE MAY BE, BEARING INTEREST AT THE RATE APPLICABLE TO SUCH
LIBOR LOANS IN AN AMOUNT EQUAL TO THE AMOUNT OF THE LIBOR LOANS AND HAVING A
MATURITY COMPARABLE TO THE RELEVANT INTEREST PERIOD; PROVIDED, HOWEVER, THAT THE
AGENT OR SUCH LENDER MAY FUND EACH OF THE LIBOR LOANS IN ANY MANNER THE AGENT OR
SUCH LENDER SEES FIT AND THE FOREGOING ASSUMPTION SHALL BE USED ONLY FOR
CALCULATION OF AMOUNTS PAYABLE UNDER THIS PARAGRAPH.
IN ADDITION,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGENT SHALL APPLY
ALL PROCEEDS OF COLLATERAL AND ALL OTHER AMOUNTS RECEIVED BY IT FROM OR ON
BEHALF OF THE COMPANY (I) INITIALLY TO THE BASE RATE LOANS AND (II) SUBSEQUENTLY
TO LIBOR LOANS; PROVIDED, HOWEVER, (X) UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT OR (Y) IN THE EVENT THE AGGREGATE AMOUNT OF OUTSTANDING LIBOR LOANS
EXCEEDS AVAILABILITY, THE AGENT MAY APPLY ALL SUCH AMOUNTS RECEIVED BY IT TO THE
PAYMENT OF OBLIGATIONS IN SUCH MANNER AND IN SUCH ORDER AS THE AGENT MAY ELECT
IN ITS REASONABLE BUSINESS JUDGMENT.
IN THE EVENT THAT ANY SUCH AMOUNTS ARE
APPLIED TO REVOLVING LOANS WHICH ARE LIBOR LOANS, SUCH APPLICATION SHALL BE
TREATED AS A PREPAYMENT OF SUCH LOANS AND THE AGENT SHALL BE ENTITLED TO
INDEMNIFICATION HEREUNDER.
THIS COVENANT SHALL SURVIVE TERMINATION OF THIS
AGREEMENT AND PAYMENT OF THE OUTSTANDING OBLIGATIONS.
8.14
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE
EVENT THAT, BY REASON OF ANY REGULATORY CHANGE (FOR PURPOSES HEREOF "REGULATORY
CHANGE" SHALL MEAN, WITH RESPECT TO THE AGENT OR ANY LENDER, ANY CHANGE AFTER
THE DATE OF THIS AGREEMENT IN UNITED STATES FEDERAL, STATE OR FOREIGN LAW OR
REGULATIONS (INCLUDING, WITHOUT LIMITATION, REGULATION D) OR THE ADOPTION OR
MAKING AFTER SUCH DATE OF ANY INTERPRETATION, DIRECTIVE OR REQUEST APPLYING TO A
CLASS OF BANKS INCLUDING THE AGENT OR SUCH LENDER OF OR UNDER ANY UNITED STATES
FEDERAL, STATE OR FOREIGN LAW OR REGULATIONS (WHETHER OR NOT HAVING THE FORCE OF
LAW AND WHETHER OR NOT FAILURE TO COMPLY THEREWITH WOULD BE UNLAWFUL)), THE
AGENT OR SUCH LENDER EITHER (A) INCURS ANY MATERIAL ADDITIONAL COSTS BASED ON OR
MEASURED BY THE EXCESS ABOVE A SPECIFIED LEVEL OF THE AMOUNT OF A CATEGORY OF
DEPOSITS OR OTHER LIABILITIES OF SUCH BANK WHICH