(II) THE CAM EXCHANGE DATE, IT IS A
CANADIAN RESIDENT (AS DEFINED IN SUBPARAGRAPH (A) OF THE DEFINITION OF CANADIAN
RESIDENT).
EACH CANADIAN LENDER AND THE CANADIAN ADMINISTRATIVE AGENT THAT IS
AN AUTHORIZED FOREIGN BANK AGREES THAT ANY INTEREST OR FEES TO BE PAID TO SUCH
CANADIAN LENDER AND THE CANADIAN ADMINISTRATIVE AGENT BY THE CANADIAN BORROWERS
HEREUNDER WILL BE PAID IN RESPECT OF SUCH CANADIAN LENDER AND THE CANADIAN
ADMINISTRATIVE AGENT'S CANADIAN BANKING BUSINESS.
6.14.
INDEMNITY.
EACH BORROWER AGREES TO INDEMNIFY EACH LENDER AND TO HOLD
EACH LENDER HARMLESS FROM ANY LOSS OR EXPENSE WHICH SUCH LENDER MAY SUSTAIN OR
INCUR AS A CONSEQUENCE OF (A) DEFAULT BY SUCH BORROWER IN MAKING A BORROWING OF,
CONVERSION INTO OR CONTINUATION OF EUROCURRENCY LOANS, BA LOANS OR TIIE RATE
LOANS AFTER SUCH BORROWER HAS GIVEN A NOTICE OF BORROWING REQUESTING THE SAME IN
ACCORDANCE
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WITH THE PROVISIONS OF THIS AGREEMENT, (B) DEFAULT BY SUCH BORROWER IN MAKING
ANY PREPAYMENT AFTER SUCH BORROWER HAS GIVEN A NOTICE THEREOF IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT, (C) THE MAKING BY SUCH BORROWER OF A
PREPAYMENT OF EUROCURRENCY LOANS, BA LOANS, TIIE RATE LOANS OR FIXED RATE LOANS
ON A DAY WHICH IS NOT THE LAST DAY OF AN INTEREST PERIOD OR CONTRACT PERIOD, AS
THE CASE MAY BE, WITH RESPECT THERETO OR (D) THE FAILURE TO BORROW ANY
COMPETITIVE LOAN AFTER ACCEPTING THE COMPETITIVE BID TO MAKE SUCH LOAN.
SUCH
INDEMNIFICATION MAY INCLUDE AN AMOUNT EQUAL TO THE EXCESS, IF ANY, OF (I) THE
AMOUNT OF INTEREST OR ACCEPTANCE FEES WHICH WOULD HAVE ACCRUED ON THE AMOUNT SO
PREPAID, OR NOT SO BORROWED, CONVERTED OR CONTINUED, FOR THE PERIOD FROM THE
DATE OF SUCH PREPAYMENT OR OF SUCH FAILURE TO BORROW, CONVERT OR CONTINUE TO THE
LAST DAY OF SUCH INTEREST PERIOD OR CONTRACT PERIOD, AS THE CASE MAY BE (OR, IN
THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, THE INTEREST PERIOD OR
CONTRACT PERIOD, AS THE CASE MAY BE, THAT WOULD HAVE COMMENCED ON THE DATE OF
SUCH FAILURE) IN EACH CASE AT THE APPLICABLE RATE OF INTEREST FOR SUCH LOANS
PROVIDED FOR HEREIN (EXCLUDING, HOWEVER, THE APPLICABLE MARGIN INCLUDED THEREIN,
IF ANY) 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.
THIS COVENANT SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
6.15.
CHANGE OF LENDING OFFICE.
EACH LENDER AND ADMINISTRATIVE AGENT AGREES
THAT IF IT MAKES ANY DEMAND FOR PAYMENT UNDER SUBSECTION 6.12 OR ANY BORROWER IS
REQUIRED TO PAY NON-EXCLUDED TAXES UNDER SUBSECTION 6.13(A), OR IF ANY ADOPTION
OR CHANGE OF THE TYPE DESCRIBED IN SUBSECTION 6.11 SHALL OCCUR WITH RESPECT TO
IT, IT WILL USE REASONABLE EFFORTS (CONSISTENT WITH ITS INTERNAL POLICY AND
LEGAL AND REGULATORY RESTRICTIONS AND SO LONG AS