FULL (OR CAUSE TO BE REPAID IN FULL)
THE THEN OUTSTANDING PRINCIPAL AMOUNT OF EACH SUCH LIBOR RATE LOAN AND SUCH
SWINGLINE LOAN TOGETHER WITH ACCRUED INTEREST THEREON, ON THE LAST DAY OF THE
THEN CURRENT INTEREST PERIOD APPLICABLE TO SUCH LIBOR RATE LOAN OR CONVERT THE
THEN OUTSTANDING PRINCIPAL AMOUNT OF EACH SUCH LIBOR RATE LOAN OR SUCH SWINGLINE
LOAN TO A CD RATE LOAN AS OF THE LAST DAY OF SUCH INTEREST PERIOD.
(B)
LAWS AFFECTING LIBOR RATE AVAILABILITY.
IF,
AFTER THE DATE HEREOF, THE INTRODUCTION OF, OR ANY CHANGE IN, ANY APPLICABLE LAW
OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE
INTERPRETATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY OF THE LENDERS
(OR ANY OF THEIR RESPECTIVE LENDING OFFICES) WITH ANY REQUEST OR DIRECTIVE
(WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY SUCH GOVERNMENTAL AUTHORITY,
CENTRAL BANK OR COMPARABLE AGENCY, SHALL MAKE IT UNLAWFUL OR IMPOSSIBLE FOR ANY
OF THE LENDERS (OR ANY OF THEIR RESPECTIVE LENDING OFFICES) TO HONOR ITS
OBLIGATIONS HEREUNDER TO MAKE OR MAINTAIN ANY LIBOR RATE LOAN OR SWINGLINE LOAN
AT THE LIBOR MARKET INDEX RATE, SUCH LENDER SHALL PROMPTLY GIVE NOTICE THEREOF
TO THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE
NOTICE TO THE BORROWERS AND THE OTHER LENDERS.
THEREAFTER, UNTIL THE
ADMINISTRATIVE AGENT NOTIFIES THE BORROWERS THAT SUCH CIRCUMSTANCES NO LONGER
EXIST, (I) THE OBLIGATIONS OF THE LENDERS TO MAKE LIBOR RATE LOANS OR SWINGLINE
LOANS AT THE LIBOR MARKET INDEX RATE AS THE AND THE RIGHT OF THE BORROWERS TO
CONVERT ANY LOAN OR CONTINUE ANY LOAN AS A LIBOR RATE LOAN SHALL BE SUSPENDED
AND THEREAFTER THE BORROWERS MAY SELECT OR REQUEST ONLY CD RATE LOANS HEREUNDER,
AND (II) IF ANY OF THE LENDERS MAY NOT LAWFULLY CONTINUE TO MAINTAIN A LIBOR
RATE LOAN TO THE END OF THE THEN CURRENT INTEREST PERIOD APPLICABLE THERETO AS A
LIBOR RATE LOAN, THE APPLICABLE LIBOR RATE LOAN SHALL IMMEDIATELY BE CONVERTED
TO A CD RATE LOAN FOR THE REMAINDER OF SUCH INTEREST PERIOD.
SECTION 4.9
INDEMNITY.
THE BORROWERS HEREBY INDEMNIFY
EACH OF THE LENDERS AGAINST ANY LOSS OR EXPENSE (BUT EXCLUDING LOSS OF MARGIN)
WHICH MAY ARISE OR BE ATTRIBUTABLE TO EACH LENDER'S OBTAINING, LIQUIDATING OR
EMPLOYING DEPOSITS OR OTHER FUNDS ACQUIRED TO EFFECT, FUND OR MAINTAIN ANY LOAN
(A) AS A CONSEQUENCE OF ANY FAILURE BY ANY BORROWER TO MAKE ANY PAYMENT WHEN DUE
OF ANY AMOUNT DUE HEREUNDER IN CONNECTION WITH A LIBOR RATE LOAN, (B) DUE TO ANY
FAILURE OF ANY BORROWER TO BORROW, CONTINUE OR CONVERT ON A DATE SPECIFIED
THEREFOR IN A NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION OR
(C) DUE TO ANY PAYMENT, PREPAYMENT OR CONVERSION OF ANY LIBOR RATE LOAN ON A
DATE OTHER THAN THE LAST DAY OF THE INTEREST PERIOD
30
THEREFOR.
THE AMOUNT OF SUCH LOSS OR EXPENSE SHALL BE DETERMINED, IN THE
APPLICABLE LENDER'S REASONABLE DISCRETION, BASED UPON THE ASSUMPTION THAT