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
BASE 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 BASE 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 ADMINISTRATIVE AGENT AND EACH
LENDER AND TO HOLD ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM ANY LOSS
OR EXPENSE WHICH ADMINISTRATIVE AGENT OR SUCH LENDER MAY SUSTAIN OR INCUR AS A
CONSEQUENCE OF (I) DEFAULT BY A 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 LOAN
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 ADMINISTRATIVE AGENT OR
SUCH LENDER) WHICH WOULD HAVE ACCRUED TO ADMINISTRATIVE 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.
THIS COVENANT SHALL SURVIVE
THE TERMINATION OR NON-RENEWAL OF THIS LOAN AGREEMENT AND THE PAYMENT OF THE
OBLIGATIONS.
(E)
BORROWERS AND GUARANTORS SHALL BE LIABLE FOR ANY TAX OR PENALTIES
IMPOSED ON ADMINISTRATIVE AGENT OR ANY LENDER AS A RESULT
OF THE FINANCING
ARRANGEMENTS PROVIDED FOR HEREIN AND EACH BORROWER AND GUARANTOR AGREES TO
INDEMNIFY AND HOLD ADMINISTRATIVE AGENT HARMLESS WITH RESPECT TO THE FOREGOING,
AND TO REPAY TO ADMINISTRATIVE AGENT, FOR THE BENEFIT