CONVERT ANY ADVANCE HEREUNDER (INCLUDING AS A RESULT OF THE
BORROWER'S FAILURE TO FULFILL ANY OF THE APPLICABLE CONDITIONS SET FORTH IN
ARTICLE III) AFTER IRREVOCABLE NOTICE OF SUCH BORROWING OR CONVERSION HAS BEEN
GIVEN PURSUANT TO SECTION 2.03, (II) ANY PAYMENT, PREPAYMENT OR CONVERSION, OR
ASSIGNMENT OF A EURODOLLAR ADVANCE OR BASE RATE ADVANCE OF THE BORROWER REQUIRED
BY ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE MADE OR DEEMED MADE ON A
DATE OTHER THAN THE LAST DAY OF THE INTEREST PERIOD, IF ANY, APPLICABLE THERETO,
OR (III) ANY DEFAULT IN PAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY
OUTSTANDING CREDIT OR ANY PART THEREOF OR INTEREST ACCRUED THEREON, AS AND WHEN
DUE AND PAYABLE (AT THE DUE DATE THEREOF, WHETHER BY SCHEDULED MATURITY OR
OTHERWISE) OR (IV) THE OCCURRENCE OF ANY EVENT OF DEFAULT, INCLUDING, IN EACH
SUCH CASE, ANY LOSS OR REASONABLE EXPENSE SUSTAINED OR INCURRED OR TO BE
SUSTAINED OR INCURRED BY SUCH LENDER IN LIQUIDATING OR EMPLOYING DEPOSITS FROM
THIRD PARTIES, OR WITH RESPECT TO COMMITMENTS MADE OR OBLIGATIONS UNDERTAKEN
WITH THIRD PARTIES, TO EFFECT OR MAINTAIN ANY ADVANCE HEREUNDER OR ANY PART
THEREOF AS A EURODOLLAR ADVANCE OR A BASE RATE ADVANCE.
SUCH LOSS SHALL INCLUDE
AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS REASONABLY DETERMINED BY SUCH LENDER,
OF (A) ITS COST OF OBTAINING THE FUNDS FOR THE ADVANCE BEING PAID, PREPAID,
CONVERTED OR NOT BORROWED (ASSUMED TO BE, AS APPLICABLE, THE EURODOLLAR RATE OR
THE BASE RATE APPLICABLE THERETO) FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT,
PREPAYMENT OR FAILURE TO BORROW OR CONVERT TO THE LAST DAY OF THE INTEREST
PERIOD FOR SUCH ADVANCE (OR, IN THE CASE OF A FAILURE TO BORROW OR CONVERT THE
INTEREST PERIOD FOR SUCH ADVANCE THAT WOULD HAVE COMMENCED ON THE DATE OF SUCH
FAILURE) OVER (B) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH
LENDER) THAT WOULD BE REALIZED BY SUCH LENDER IN
50
RE-EMPLOYING THE FUNDS SO PAID, PREPAID OR NOT BORROWED OR CONVERTED FOR SUCH
PERIOD OR INTEREST PERIOD, AS THE CASE MAY BE.
(C)
THE BORROWER AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT, EACH
LENDER, EACH OF THEIR AFFILIATES (INCLUDING, IN THE CASE OF RBS, RBS GC) AND THE
DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, ATTORNEYS-IN-FACT AND AGENTS OF THE
FOREGOING (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD
EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES
AND RELATED COSTS AND EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND EXPENSES,
INCURRED BY ANY INDEMNITEE ARISING OUT OF (I) THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (II) THE USE OF THE PROCEEDS OF THE
ADVANCES, (III) ANY DOCUMENTARY TAXES, ASSESSMENTS OR CHARGES MADE BY ANY
GOVERNMENTAL AUTHORITY BY REASON OF THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, (IV) THE UTILIZATION, STORAGE, DISPOSAL, TREATMENT, GENERATION,
TRANSPORTATION, RELEASE OR OWNERSHIP OF ANY HAZARDOUS SUBSTANCE (A) AT, UPON, OR
UNDER ANY PROPERTY OF THE BORROWER OR ANY OF ITS AFFILIATES OR (B) BY OR ON
BEHALF