SHALL BE WITHDRAWN WHENEVER SUCH
CIRCUMSTANCES NO LONGER EXIST), (II) THE COMMITMENT OF SUCH LENDER HEREUNDER TO
MAKE EURODOLLAR RATE LOANS, CONTINUE EURODOLLAR RATE LOANS AS SUCH AND CONVERT
PRIME RATE LOANS TO EURODOLLAR RATE LOANS SHALL FORTHWITH BE CANCELED AND, UNTIL
SUCH TIME AS IT SHALL NO LONGER BE UNLAWFUL FOR SUCH LENDER TO MAKE OR MAINTAIN
EURODOLLAR RATE LOANS, SUCH LENDER SHALL THEN HAVE A COMMITMENT ONLY TO MAKE A
PRIME RATE LOAN WHEN A EURODOLLAR RATE LOAN IS REQUESTED AND (III) SUCH LENDER'S
LOANS THEN OUTSTANDING AS EURODOLLAR RATE LOANS, IF ANY, SHALL BE CONVERTED
AUTOMATICALLY TO PRIME RATE LOANS ON THE RESPECTIVE LAST DAYS OF THE THEN
CURRENT INTEREST PERIODS WITH RESPECT TO SUCH LOANS OR WITHIN SUCH EARLIER
PERIOD AS REQUIRED BY LAW.
IF ANY SUCH CONVERSION OF A EURODOLLAR RATE LOAN
OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD
WITH RESPECT THERETO, BORROWERS SHALL PAY TO SUCH LENDER SUCH AMOUNTS, IF ANY,
AS MAY BE REQUIRED PURSUANT TO SECTION 3.3(D) BELOW.
(D)
SUBJECT TO SECTION 6.5 HEREOF, BORROWERS SHALL INDEMNIFY
AGENT AND EACH LENDER AND HOLD AGENT AND EACH LENDER HARMLESS FROM ANY LOSS OR
EXPENSE WHICH AGENT OR SUCH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF
(I) DEFAULT BY ANY BORROWER IN MAKING A BORROWING OF, CONVERSION INTO OR
EXTENSION OF EURODOLLAR RATE LOANS AFTER SUCH BORROWER HAS GIVEN A NOTICE
REQUESTING THE SAME IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT,
(II) DEFAULT BY ANY BORROWER IN MAKING ANY PREPAYMENT OF A EURODOLLAR RATE LOAN
AFTER SUCH BORROWER HAS GIVEN A NOTICE THEREOF IN ACCORDANCE WITH THE PROVISIONS
OF THIS AGREEMENT, AND (III) THE MAKING OF A PREPAYMENT OF EURODOLLAR RATE LOANS
ON A DAY WHICH IS NOT THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT THERETO.
WITH RESPECT TO EURODOLLAR RATE LOANS, SUCH INDEMNIFICATION MAY INCLUDE AN
AMOUNT EQUAL TO THE EXCESS, IF ANY, OF (A) THE AMOUNT OF INTEREST WHICH WOULD
HAVE ACCRUED ON THE AMOUNT SO PREPAID, OR NOT SO BORROWED, CONVERTED OR
EXTENDED, FOR THE PERIOD FROM THE DATE OF SUCH PREPAYMENT OR OF SUCH FAILURE TO
BORROW, CONVERT OR EXTEND TO THE LAST DAY OF THE APPLICABLE INTEREST PERIOD (OR,
IN THE CASE OF A FAILURE TO BORROW, CONVERT OR EXTEND, THE INTEREST PERIOD THAT
WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) IN EACH CASE AT THE APPLICABLE
RATE OF INTEREST FOR SUCH EURODOLLAR RATE LOANS PROVIDED FOR HEREIN OVER (B) THE
AMOUNT OF INTEREST (AS DETERMINED BY SUCH AGENT OR SUCH LENDER) WHICH WOULD HAVE
ACCRUED TO AGENT OR SUCH LENDER ON SUCH AMOUNT BY PLACING SUCH AMOUNT ON DEPOSIT
FOR A COMPARABLE PERIOD WITH LEADING BANKS IN THE INTERBANK EURODOLLAR MARKET AS
SET FORTH IN A CERTIFICATE FROM OR ON BEHALF OF AGENT OR SUCH
45
LENDER TO SUCH BORROWER SETTING FORTH THE CALCULATION OF SUCH AMOUNTS.
THIS
COVENANT SHALL SURVIVE THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT AND THE
PAYMENT