APPLICATION THEREOF OCCURRING AFTER THE
DATE HEREOF SHALL MAKE IT UNLAWFUL FOR AGENT OR ANY LENDER TO MAKE OR MAINTAIN
EURODOLLAR RATE LOANS AS CONTEMPLATED BY THIS AGREEMENT, (I) AGENT OR SUCH
LENDER SHALL PROMPTLY GIVE WRITTEN NOTICE OF SUCH CIRCUMSTANCES TO
ADMINISTRATIVE BORROWER (WHICH NOTICE SHALL BE WITHDRAWN WHENEVER SUCH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 AND GUARANTORS SHALL PAY TO SUCH LENDER SUCH
AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO SECTION 3.3(D) BELOW.
(D)
BORROWERS AND GUARANTORS SHALL INDEMNIFY AGENT AND EACH
LENDER AND TO 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 (OR ADMINISTRATIVE BORROWER ON BEHALF OF 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
43
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