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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
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         (e) Any Lender (or Transferee) claiming any indemnity payment or
additional amounts payable pursuant to this Section 2.12 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document reasonably requested in writing by the Borrower if the
making of such a filing would avoid the need for or reduce the amount of any
such indemnity payment or additional amounts that may thereafter accrue and
would not, in the sole determination of such Lender (or Transferee), be
otherwise disadvantageous to such Lender (or Transferee).

         (f) In the event that a Lender or Transferee delivers to the Borrower
and the Administrative Agent a form pursuant to paragraph (c) above that
indicates that U.S. federal taxes (other than Non-Excluded Taxes) must be
withheld on payments to such Lender or Transferee, then the Administrative Agent
shall thereupon withhold from each payment due to the affected Lender or
Transferee such U.S. federal withholding taxes at the rate indicated, timely
deposit such amounts with an authorized depository and make such reports,
filings and other reports in connection therewith at the times and in the manner
required by law.

         (g) In the event any taxes other than Non-Excluded Taxes are imposed on
and paid by the Borrower or the Administrative Agent (other than through
withholding from payments made to the affected Lender (or Transferee)), then the
affected Lender (or Transferee) shall reimburse the Borrower or the
Administrative Agent, as the case may be, for any payment of such taxes, and any
penalties, interest, and other amounts, plus interest equal to the Prime Rate
plus 2% from the date of payment of such amounts.

         SECTION 2.13 Indemnity. The Borrower agrees to indemnify each Lender
(or Transferee) and to hold each Lender (or Transferee) harmless from any loss
or expense which such Lender (or Transferee) may sustain or incur as a
consequence of (a) the conversion of any Eurodollar Loan or portion pursuant to
Section 2.9 hereof, (b) a default by the Borrower in the continuation of
Eurodollar Loans or portions thereof after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (c) a
default by the Borrower in making any prepayment of Eurodollar Loans or portions
thereof after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (d) the making of a prepayment of Eurodollar
Loans or portions thereof on a day which 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 which would have accrued on
the amount so prepaid, or not so converted or continued, for the period from the
date of such prepayment or of such failure to convert or continue to the last
day of such Interest Period (or the proposed Interest Period), in each case at
the applicable rate of interest for such Loans provided for herein (excluding
the Applicable Margin) over (ii) the amount of interest (as reasonably
determined by such Lender) which 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. The obligations contained in this
Section 2.13 shall survive the termination of this Agreement and the payment of
each Lender's Loan and all other amounts payable hereunder.

         SECTION 2.14 Change of Lending Office. Each Lender (or Transferee)
agrees that, upon the occurrence of any event giving rise to the operation of
Section 2.11 or 2.12 with respect