WHICH IN THE
OPINION OF THE BANK MATERIALLY AFFECTS SUCH LOANS;
then the Bank shall promptly notify the Company and, so long as such
circumstances shall continue, (i) the Bank shall be under no obligation to make
or convert any Eurodollar Loans and (ii) on the last day of the current Interest
Period for each Eurodollar Loan, such Loan shall, unless then repaid in full,
automatically convert to a Base Rate Loan.
8.3
CHANGES IN LAW RENDERING EURODOLLAR LOANS UNLAWFUL.
IF ANY CHANGE
IN, OR THE ADOPTION OF ANY NEW, LAW OR REGULATION, OR ANY CHANGE IN THE
INTERPRETATION OF ANY APPLICABLE LAW OR REGULATION BY ANY GOVERNMENTAL OR OTHER
REGULATORY BODY CHARGED WITH THE ADMINISTRATION THEREOF, SHOULD MAKE IT (OR IN
THE GOOD FAITH JUDGMENT OF THE BANK CAUSE A SUBSTANTIAL QUESTION AS TO WHETHER
IT IS) UNLAWFUL FOR THE BANK TO MAKE, MAINTAIN OR FUND EURODOLLAR LOANS, THEN
THE BANK SHALL PROMPTLY NOTIFY THE COMPANY AND, SO LONG AS SUCH CIRCUMSTANCES
SHALL CONTINUE, (A) THE BANK SHALL HAVE NO OBLIGATION TO MAKE OR CONVERT INTO
EURODOLLAR LOANS AND (B) ON THE LAST DAY OF THE CURRENT INTEREST PERIOD FOR EACH
EURODOLLAR LOAN (OR, IN ANY EVENT,
ON SUCH EARLIER DATE AS MAY BE REQUIRED BY
THE RELEVANT LAW, REGULATION OR INTERPRETATION), SUCH EURODOLLAR LOAN SHALL,
UNLESS THEN REPAID IN FULL, AUTOMATICALLY CONVERT TO A BASE RATE LOAN.
EACH
BASE RATE LOAN MADE BY THE BANK WHICH, BUT FOR THE CIRCUMSTANCES DESCRIBED IN
THE FOREGOING SENTENCE, WOULD
18
BE A EURODOLLAR LOAN (AN "AFFECTED LOAN") SHALL REMAIN OUTSTANDING FOR THE SAME
PERIOD AS THE GROUP OF EURODOLLAR LOANS OF WHICH SUCH AFFECTED LOAN WOULD BE A
PART ABSENT SUCH CIRCUMSTANCES.
8.4
FUNDING LOSSES.
THE COMPANY HEREBY AGREES THAT UPON DEMAND BY THE
BANK (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING FORTH THE BASIS
FOR THE AMOUNT BEING CLAIMED, A COPY OF WHICH SHALL BE FURNISHED TO THE
COMPANY), THE COMPANY WILL INDEMNIFY THE BANK AGAINST ANY NET LOSS OR EXPENSE
WHICH THE BANK MAY SUSTAIN OR INCUR (INCLUDING ANY NET LOSS OR EXPENSE INCURRED
BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED
BY THE BANK TO FUND OR MAINTAIN ANY EURODOLLAR LOAN), AS REASONABLY DETERMINED
BY THE BANK, AS A RESULT OF (A) ANY PAYMENT, PREPAYMENT OR CONVERSION OF ANY
EURODOLLAR LOAN OF THE BANK ON A DATE OTHER THAN THE LAST DAY OF AN INTEREST
PERIOD FOR SUCH LOAN (INCLUDING ANY CONVERSION PURSUANT TO SECTION 8.3) OR (B)
ANY FAILURE OF THE COMPANY TO BORROW, CONVERT OR CONTINUE ANY LOAN ON A DATE
SPECIFIED THEREFOR IN A NOTICE OF BORROWING, CONVERSION OR CONTINUATION PURSUANT
TO THIS AGREEMENT.
FOR THIS PURPOSE, ALL NOTICES TO THE BANK PURSUANT TO THIS
AGREEMENT SHALL BE DEEMED TO BE IRREVOCABLE.
8.5
RIGHT OF BANK TO FUND THROUGH OTHER OFFICES.
THE BANK MAY, IF IT
SO ELECTS, FULFILL ITS COMMITMENT AS TO ANY EURODOLLAR LOAN BY CAUSING A FOREIGN
BRANCH OR AFFILIATE OF THE BANK TO