BE
EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT
BY BORROWER, ANY GUARANTOR, BORROWER'S OR ANY GUARANTOR'S EQUITYHOLDERS OR
CREDITORS OR ANY INDEMNIFIED PARTY AND WHETHER OR NOT THE LOANS ARE CONSUMMATED
OR, IF CONSUMMATED, HAVE BEEN REPAID.
(f)
IN ADDITION TO THE INDEMNITY OBLIGATIONS SET FORTH IN SUBSECTION (A)
ABOVE AND ELSEWHERE IN THIS AGREEMENT, BORROWER SHALL ALSO INDEMNIFY AND HOLD
AGENT AND ANY LENDER HARMLESS FROM, ANY LOSS, COST OR EXPENSE WHICH AGENT OR A
LENDER MAY SUSTAIN OR INCUR AS A RESULT OF, OR IN CONNECTION WITH, (I) THE
FAILURE OF BORROWER TO BORROW, CONVERT, CONTINUE OR PREPAY A EURODOLLAR LOAN ON
THE DATE SPECIFIED IN ANY NOTICE DELIVERED PURSUANT HERETO, (II) THE PAYMENT OF
ANY PRINCIPAL OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF DEFAULT), (III)
THE CONVERSION OF ANY EURODOLLAR
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LOAN OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, OR
(IV) THE ASSIGNMENT OF ANY EURODOLLAR LOAN OTHER THAN ON THE LAST DAY OF THE
INTEREST PERIOD APPLICABLE THERETO AS RESULT OF ANY REQUEST BY BORROWER AGREED
TO BY A LENDER. SUCH INDEMNIFICATION MAY INCLUDE AN AMOUNT DETERMINED BY AGENT
OR SUCH LENDER TO BE EQUAL TO THE EXCESS, IF ANY, OF (Y) THE AMOUNT OF INTEREST
THAT WOULD HAVE ACCRUED ON THE PRINCIPAL AMOUNT OF SUCH EURODOLLAR LOAN IF NONE
OF THE EVENTS SPECIFIED IN CLAUSES (I) THROUGH (IV) ABOVE HAD OCCURRED AT THE
EURODOLLAR THAT WOULD HAVE BEEN APPLICABLE FOR SUCH LOAN, FOR THE PERIOD FROM
THE DATE OF SUCH EVENT TO THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD
THEREFOR (OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, FOR THE
PERIOD THAT WOULD HAVE BEEN THE INTEREST PERIOD FOR SUCH LOAN) OVER (Z) THE
AMOUNT OF INTEREST THAT WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT
THE INTEREST RATE WHICH SUCH LENDER WOULD BID WERE IT TO BID AT THE COMMENCEMENT
OF THE INTEREST PERIOD, FOR DOLLAR DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD
FROM OTHER BANKS IN THE INTERBANK EURODOLLAR MARKET. A CERTIFICATE AS TO ANY
AMOUNTS PAYABLE PURSUANT TO THIS SUBSECTION (F) SUBMITTED TO BORROWER BY AGENT
OR A LENDER SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
(g)
ALL COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT SHALL SURVIVE AND
CONTINUE IN EFFECT AFTER THE AMENDED AND RESTATED EFFECTIVE DATE. THE INDEMNITY
PROVISIONS SET OUT IN THIS SECTION 5.06 AND ITS TERMS AND PROVISIONS SHALL
SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND THE TERMINATION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(h)
AMOUNTS PAYABLE UNDER THIS SECTION SHALL BE A PART OF THE OBLIGATION AND,
IF NOT PAID UPON DEMAND, SHALL BEAR INTEREST AT THE DEFAULT RATE UNTIL PAID.
SECTION 5.07.
Maintenance of Existence, Assets and Business. Borrower will
and shall cause each Guarantor to (a) preserve and maintain its existence and
good standing