LENDER OR ISSUING BANK, OF (A) ITS COST OF
OBTAINING THE FUNDS FOR THE LOAN OR LETTER OF CREDIT BEING PAID, PREPAID,
CONVERTED OR NOT BORROWED FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT,
PREPAYMENT OR FAILURE TO BORROW TO THE LAST DAY OF THE INTEREST PERIOD FOR SUCH
LOAN (OR, IN THE CASE OF A FAILURE TO BORROW THE INTEREST PERIOD FOR SUCH LOAN
WHICH 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 RE-EMPLOYING THE FUNDS SO PAID, PREPAID OR NOT BORROWED FOR SUCH
PERIOD OR INTEREST PERIOD, AS THE CASE MAY BE, (ii) ANY LOSS INCURRED IN
LIQUIDATING OR CLOSING OUT ANY FOREIGN CURRENCY CONTRACT, AND (iii) ANY LOSS
ARISING FROM ANY CHANGE IN THE VALUE OF DOLLARS IN RELATION TO ANY LOAN OR L/C
DISBURSEMENT MADE IN ANOTHER AVAILABLE CURRENCY WHICH WAS NOT PAID ON THE DATE
DUE OR WHICH WAS NOT PAID IN THE AVAILABLE CURRENCY IN WHICH IT WAS MADE OR IN
WHICH THE APPLICABLE LETTER OF CREDIT WAS ISSUED.
(f) AT THE REQUEST OF BORROWER, IN ORDER TO REDUCE THE TRANSACTION
COSTS INCURRED BY BORROWER IN CONNECTION WITH THE CLOSING OF THIS TRANSACTION,
INSTEAD OF TERMINATING THE PRIOR CREDIT AGREEMENT AND ALL LOAN DOCUMENTS
EXECUTED IN CONNECTION WITH THE PRIOR CREDIT AGREEMENT AND THEN UTILIZING NEW
LOAN DOCUMENTS, ADMINISTRATIVE AGENT AND LENDERS HAVE AGREED WITH BORROWER'S
REQUEST THAT THEY (SUBJECT TO THE TERMS CONTAINED HEREIN) FUND THE PAYOFF OF THE
INDEBTEDNESS UNDER THE PRIOR CREDIT AGREEMENT BUT KEEP THE PRIOR LOAN DOCUMENTS
IN PLACE AND MODIFY, AMEND AND EXTEND (BUT NOT EXTINGUISH) SUCH DOCUMENTS AND
ADMIT NEW LENDERS AND REMOVE JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT
AND COLLATERAL AGENT AND REMOVE CERTAIN LENDERS AND SUBSTITUTE BANK OF AMERICA
AS THE NEW ADMINISTRATIVE AGENT AND COLLATERAL AGENT. AS A CONDITION PRECEDENT
TO BANK OF AMERICA AND THE NEW LENDERS ACCEPTING THEIR NEW ROLES HEREUNDER,
BORROWER SHALL INDEMNIFY BANK OF AMERICA AND THE NEW LENDERS HEREUNDER AND HOLD
THEM HARMLESS IN THE MANNER STATED IN SECTION 8.05(b) EXCEPT THAT IN THE CASE OF
THIS INDEMNITY IT SHALL BE FOR ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES
AND RELATED EXPENSES INCURRED BY AN INDEMNITEE RELATED TO THE ACTIONS OF
BORROWER WHICH OCCURRED DURING THAT PERIOD OF TIME PRIOR TO THE EFFECTIVE DATE.
ALL EXISTING LETTERS OF CREDIT SHALL BE DEEMED TO HAVE BEEN ISSUED PURSUANT
SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page - 80
HERETO, AND FROM AND AFTER THE EFFECTIVE DATE SHALL BE SUBJECT TO AND GOVERNED
BY THE TERMS AND CONDITIONS HEREOF.
(g) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.
(h) Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Total Commitment and the repayment, satisfaction or discharge
of all the other obligations