MAY BE) AN ABR LOAN,
(3) THE AFFECTED LENDER'S OBLIGATION TO MAINTAIN ITS OUTSTANDING EURODOLLAR
LOANS (THE "AFFECTED LOANS") SHALL BE TERMINATED AT THE EARLIER TO OCCUR OF THE
EXPIRATION OF THE INTEREST PERIOD THEN IN EFFECT WITH RESPECT TO THE AFFECTED
LOANS OR WHEN REQUIRED BY LAW, AND (4) THE AFFECTED LOANS SHALL AUTOMATICALLY
CONVERT INTO ABR LOANS ON THE DATE OF SUCH TERMINATION.
NOTWITHSTANDING THE
FOREGOING, TO THE EXTENT A DETERMINATION BY AN AFFECTED LENDER AS DESCRIBED
ABOVE RELATES TO A EURODOLLAR LOAN THEN BEING REQUESTED BY BORROWER PURSUANT TO
A NOTICE OF BORROWING OR A NOTICE OF CONVERSION/CONTINUATION, BORROWER SHALL
HAVE THE OPTION, SUBJECT TO THE PROVISIONS OF SECTION 1.14(C), TO RESCIND SUCH
NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION AS TO ALL LENDERS BY
GIVING NOTICE (BY FACSIMILE OR BY TELEPHONE CONFIRMED IN WRITING) TO THE AGENT
OF SUCH RESCISSION ON THE DATE ON WHICH THE AFFECTED LENDER GIVES NOTICE OF ITS
DETERMINATION AS DESCRIBED ABOVE (WHICH NOTICE OF RESCISSION THE AGENT SHALL
PROMPTLY TRANSMIT TO EACH OTHER LENDER).
EXCEPT AS PROVIDED IN THE IMMEDIATELY
PRECEDING SENTENCE, NOTHING IN THIS SECTION 1.14(B) SHALL AFFECT THE OBLIGATION
OF ANY LENDER OTHER THAN AN AFFECTED LENDER TO MAKE OR MAINTAIN LOANS AS, OR TO
CONVERT LOANS TO, EURODOLLAR LOANS IN ACCORDANCE WITH THE TERMS HEREOF.
(C)
INDEMNITY FOR BREAKAGE OR NON-COMMENCEMENT
OF INTEREST PERIODS.
BORROWER SHALL INDEMNIFY EACH LENDER AGAINST ANY LOSS OR
EXPENSE THAT SUCH LENDER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (I) ANY EVENT,
OTHER THAN A DEFAULT BY SUCH LENDER IN THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER, WHICH RESULTS IN (A) SUCH LENDER RECEIVING OR BEING DEEMED TO RECEIVE
ANY AMOUNT ON ACCOUNT OF THE PRINCIPAL OF ANY EURODOLLAR LOAN PRIOR TO THE END
OF THE INTEREST PERIOD IN EFFECT THEREFOR, (B) THE CONVERSION OF ANY EURODOLLAR
LOAN TO AN ABR LOAN, OR THE CONVERSION OF THE INTEREST PERIOD WITH RESPECT TO
ANY EURODOLLAR LOAN, IN EACH CASE OTHER THAN ON THE LAST DAY OF THE INTEREST
PERIOD IN EFFECT THEREFOR, OR (C) A BORROWING OF ANY EURODOLLAR LOAN DOES NOT
OCCUR ON A DATE SPECIFIED THEREFOR IN A NOTICE OF BORROWING OR A CONVERSION TO
OR CONTINUATION OF ANY EURODOLLAR LOAN DOES NOT OCCUR ON A DATE SPECIFIED
THEREFOR IN A NOTICE OF CONVERSION/CONTINUATION (ANY OF THE EVENTS REFERRED TO
IN THIS CLAUSE (I) BEING CALLED A "BREAKAGE EVENT") OR (II) ANY DEFAULT IN THE
MAKING OF ANY PAYMENT OR PREPAYMENT REQUIRED TO BE MADE HEREUNDER.
IN THE CASE
OF ANY BREAKAGE EVENT, SUCH LOSS SHALL INCLUDE AN AMOUNT EQUAL TO THE EXCESS, AS
REASONABLY DETERMINED BY SUCH LENDER, OF (A) ITS COST OF OBTAINING FUNDS FOR THE
EURODOLLAR LOAN THAT IS THE SUBJECT OF SUCH BREAKAGE EVENT FOR THE
11
PERIOD FROM THE DATE OF SUCH BREAKAGE EVENT TO THE LAST DAY OF THE INTEREST
PERIOD IN EFFECT (OR THAT WOULD HAVE BEEN IN EFFECT) FOR SUCH LOAN OVER (B) THE
AMOUNT OF INTEREST LIKELY TO BE REALIZED BY SUCH