(2)
EACH LIBOR LOAN WILL AUTOMATICALLY, ON THE LAST DAY OF THE THEN CURRENT INTEREST
PERIOD RELATING THERETO, BECOME A PRIME RATE LOAN AND (3) THE OBLIGATIONS OF
LENDERS TO MAKE LIBOR LOANS SHALL BE SUSPENDED UNTIL AGENT OR REQUIRED LENDERS
DETERMINE THAT THE CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST,
IN WHICH EVENT AGENT SHALL SO NOTIFY BORROWERS AND LENDERS.
(III)
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, IF ANY
LAW, RULE, REGULATION, TREATY OR DIRECTIVE OR INTERPRETATION OR APPLICATION
THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE, FUND OR MAINTAIN LIBOR
LOANS, SUCH LENDER SHALL PROMPTLY GIVE NOTICE OF SUCH CIRCUMSTANCES TO AGENT,
BORROWERS AND THE OTHER LENDERS.
IN SUCH AN EVENT, (1) THE COMMITMENT OF SUCH
LENDER TO MAKE LIBOR LOANS, CONTINUE LIBOR LOANS AS LIBOR LOANS OR CONVERT PRIME
RATE LOANS TO LIBOR LOANS SHALL BE IMMEDIATELY SUSPENDED AND (2) SUCH LENDER'S
OUTSTANDING LIBOR LOANS SHALL BE CONVERTED AUTOMATICALLY TO PRIME RATE LOANS ON
THE LAST DAY OF THE INTEREST PERIOD THEREOF OR AT SUCH EARLIER TIME AS MAY BE
REQUIRED BY LAW.
(IV)
LIBOR BREAKAGE FEE.
UPON (I) ANY DEFAULT BY BORROWERS IN MAKING
ANY BORROWING OF, CONVERSION INTO OR CONTINUATION OF ANY LIBOR LOAN FOLLOWING
BORROWERS' DELIVERY TO AGENT OF ANY APPLICABLE NOTICE OF BORROWING OR (II) ANY
PAYMENT OF A LIBOR LOAN ON ANY DAY THAT IS NOT THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE THERETO (REGARDLESS OF THE SOURCE OF SUCH PREPAYMENT AND
WHETHER VOLUNTARY, BY ACCELERATION OR OTHERWISE), BORROWERS SHALL PROMPTLY PAY
AGENT, FOR THE BENEFIT OF ALL LENDERS THAT FUNDED OR WERE PREPARED TO FUND ANY
SUCH LIBOR LOAN, AN AMOUNT EQUAL TO THE AMOUNT OF ANY LOSSES, EXPENSES AND
LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY LOSS (INCLUDING INTEREST PAID)
IN CONNECTION WITH THE RE-EMPLOYMENT OF SUCH FUNDS) THAT ANY LENDER MAY SUSTAIN
AS A RESULT OF SUCH DEFAULT OR SUCH PAYMENT.
FOR PURPOSES OF CALCULATING
AMOUNTS PAYABLE TO A LENDER UNDER THIS PARAGRAPH, EACH LENDER SHALL BE DEEMED TO
HAVE ACTUALLY FUNDED ITS RELEVANT LIBOR LOAN THROUGH THE PURCHASE OF A DEPOSIT
BEARING INTEREST AT LIBOR IN AN AMOUNT EQUAL TO THE AMOUNT OF THAT LIBOR LOAN
AND HAVING A MATURITY AND REPRICING CHARACTERISTICS COMPARABLE TO THE RELEVANT
INTEREST PERIOD; PROVIDED, HOWEVER, THAT EACH LENDER MAY FUND EACH OF ITS LIBOR
LOANS IN ANY MANNER IT SEES FIT, AND THE FOREGOING ASSUMPTION SHALL BE UTILIZED
ONLY FOR THE CALCULATION OF AMOUNTS PAYABLE UNDER THIS SUBSECTION.
(V)
INCREASED COSTS.
IF, AFTER THE CLOSING DATE, THE ADOPTION OF, OR
ANY CHANGE IN, ANY APPLICABLE LAW, RULE OR REGULATION, OR ANY CHANGE IN THE
INTERPRETATION OR
ADMINISTRATION OF ANY APPLICABLE LAW, RULE OR REGULATION BY ANY GOVERNMENTAL
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR
DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH AUTHORITY,
CENTRAL BANK OR COMPARABLE AGENCY:
(I) SHALL IMPOSE, MODIFY OR DEEM APPLICABLE
ANY RESERVE (INCLUDING ANY