OR ADMINISTRATION THEREOF, OR COMPLIANCE BY A LENDER WITH ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW, BUT HAVING GENERAL
APPLICABILITY TO ALL WITHIN A CLASS OF FINANCIAL INSTITUTIONS SIMILAR TO A
LENDER) OF ANY SUCH AUTHORITY, CENTRAL BANK, COMPARABLE AGENCY OR OTHER
REGULATORY BODY, SHOULD MAKE IT OR, IN THE GOOD FAITH JUDGMENT OF THE AFFECTED
LENDER, SHALL RAISE A SUBSTANTIAL QUESTION AS TO WHETHER IT IS UNLAWFUL FOR SUCH
LENDER TO MAKE, MAINTAIN OR FUND EITHER LIBOR LOANS OR QUOTED RATE LOANS, THEN
(A) THE AFFECTED LENDER SHALL PROMPTLY NOTIFY THE BORROWER AND THE
ADMINISTRATIVE AGENT; (B) THE OBLIGATION OF THE AFFECTED LENDER TO MAKE,
MAINTAIN OR CONVERT INTO LIBOR LOANS OR QUOTED RATE LOANS, AS APPLICABLE, SHALL,
UPON THE EFFECTIVENESS OF SUCH EVENT, BE SUSPENDED FOR THE DURATION OF SUCH
UNLAWFULNESS; AND (C) FOR THE DURATION OF SUCH UNLAWFULNESS, ANY NOTICE BY THE
BORROWER PURSUANT TO SECTION 2.2, 2.3, 2.4, 2.5, 2.6, OR 2.7 REQUESTING THE
AFFECTED LENDER TO MAKE OR CONVERT INTO LIBOR LOANS OR QUOTED RATE LOANS, AS
APPLICABLE, SHALL BE CONSTRUED AS A REQUEST TO MAKE OR TO CONTINUE MAKING BASE
RATE LOANS.
SECTION 2.21
LOAN LOSSES.
THE BORROWER HEREBY AGREES THAT UPON DEMAND BY
ANY LENDER (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING FORTH THE
BASIS FOR THE CALCULATIONS OF THE AMOUNT BEING CLAIMED) THE BORROWER WILL
INDEMNIFY SUCH LENDER AGAINST ANY LOSS OR EXPENSE WHICH SUCH LENDER MAY HAVE
SUSTAINED OR INCURRED (INCLUDING BUT NOT LIMITED TO ANY NET LOSS OR EXPENSE
INCURRED BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS
ACQUIRED BY SUCH LENDER TO FUND OR MAINTAIN FIXED RATE LOANS) OR WHICH SUCH
LENDER MAY BE DEEMED TO HAVE SUSTAINED OR INCURRED, AS REASONABLY DETERMINED BY
SUCH LENDER, (A) AS A CONSEQUENCE OF ANY FAILURE BY THE BORROWER TO MAKE ANY
PAYMENT WHEN DUE OF ANY AMOUNT DUE HEREUNDER IN CONNECTION WITH ANY FIXED RATE
LOANS; (B) DUE TO ANY FAILURE OF THE BORROWER TO BORROW OR CONVERT ANY FIXED
RATE LOANS ON A DATE SPECIFIED THEREFOR IN A NOTICE THEREOF, EXCEPT AS PERMITTED
BY SECTION 2.7; OR (C) DUE TO ANY PAYMENT OR PREPAYMENT OF (I) ANY LIBOR LOAN ON
A DATE OTHER THAN THE LAST DAY OF THE APPLICABLE INTEREST PERIOD FOR SUCH LIBOR
LOAN; OR (II) ANY QUOTED RATE LOAN ON A DATE OTHER THAN THE LAST DAY OF THE
APPLICABLE QUOTED RATE PERIOD FOR SUCH QUOTED RATE LOAN.
FOR THIS PURPOSE, ALL
NOTICES UNDER SECTIONS 2.2, 2.3, 2.4, 2.5, 2.6, AND 2.7 SHALL BE DEEMED TO BE
IRREVOCABLE.
SECTION 2.22
RIGHT OF LENDERS TO FUND THROUGH OTHER OFFICES.
EACH
LENDER, IF IT SO ELECTS, MAY FULFILL ITS AGREEMENTS HEREUNDER WITH RESPECT TO
ANY LIBOR LOAN BY CAUSING A FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE
SUCH LIBOR LOAN; PROVIDED, THAT IN SUCH
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EVENT THE OBLIGATION OF THE BORROWER TO REPAY SUCH LIBOR LOAN SHALL NEVERTHELESS
BE TO SUCH LENDER AND SUCH LIBOR